Common use of Guarantors Clause in Contracts

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen (15) Business Days Any time after the date Effective Date, Borrower may cause any of any Person becoming a Required Guarantor, its Subsidiaries to guarantee the Obligations of Borrower shall deliver hereunder by delivering to Administrative Agent an Assumption Agreement to the Administrative Agent each of the following Guarantee Agreement, in form and substance reasonably satisfactory set forth on Annex 1 to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, Guarantee Agreement and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required proposed Guarantor. If, at any time following the Effective Date, a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the restriction which prevented it Obligations shall be automatically released and such Guarantor shall be automatically released from becoming its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions Responsible Officer of this Section. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be in existence or would occur automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such release, including without limitation, a Default or Event of Default resulting Guarantor is simultaneously released from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail its guarantee of such covenants on a pro forma basis after giving effect to such release); and (ii) the Material Debt. Administrative Agent shall have received execute such written documents as Borrower shall reasonably request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to evidence the Administrative Agent) prior to the requested date of release. Delivery release contemplated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section 6.10.

Guarantors. (a) Within fifteen Subject to Section 8.14(c), within one hundred twenty (15120) Business Days after the date days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Required GuarantorMaterial Subsidiary (other than an Excluded Subsidiary) after the Effective Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(iA) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (xiviii), and (xiv) through (xvi), of Section 6.1.(a) and under Section 6.1.(e6.1(a) if such Person Subsidiary had been a Required Guarantor Material Subsidiary on the Agreement Effective Date; provided, however, promptly (and in any event within fifteen one hundred twenty (15120) Business Daysdays, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) subject to Section 8.14(c), such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall then be in existence exists or would occur as a result of such release, including including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. ; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on a pro forma basis after giving effect and as of such date except to the extent that such release)representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person, or any Subsidiary that directly or indirectly owns any Equity Interest in such Person, provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor that is a party to the Guaranty hereunder shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property or any Subsidiary that directly or indirectly owns any Equity Interest in such owner, that is not then a Guarantor that is party to the Guaranty hereunder provides a Guaranty of Indebtedness to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary, owner of any Unencumbered Pool Property and/or such Subsidiary that directly or indirectly owns any Equity Interest in such owner, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (aother than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) Within fifteen otherwise determined by the Company or (15y) Business Days after such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the date Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of any Person becoming the Company or a Required GuarantorRestricted Subsidiary to, the Borrower shall within 30 days thereafter, execute and deliver to the Administrative Agent each Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the following Securities on the same terms and conditions as those set forth in form and substance reasonably satisfactory this Indenture (subject to any limitations that apply to the Administrative Agent: (A)(i) with respect to any owner guarantee of the Equity Interests of the Borrower, a joinder or amendment Indebtedness giving rise to the Parent requirement to deliver a Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this SectionSection 10.16). Any such Domestic Restricted Subsidiary shall, as the case may be, such Subsidiary shall comply substantially concurrently with the applicable provisions execution of this Section. (b) The Borrower may request in writing that the Administrative Agent releasesuch Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and upon receipt the Company shall cause all of the Capital Stock in such request Restricted Subsidiary owned by the Administrative Agent Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall release any Guarantor that is no longer a Required Guarantorcause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, so long as (i) subject to Permitted Liens and the Borrower shall certify limitations set forth in writing that no Default or Event of Default shall then be in existence or would occur as a result of such releasethis Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including without limitation, a Default or Event of Default resulting from a violation of those described under Article XIV. This Section 10.16 shall not apply to any of the covenants contained in Section 10.1. (Company’s Subsidiaries that have been properly designated as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestan Unrestricted Subsidiary.

Guarantors. 18.1. Each Guarantor: a Guarantees (ajointly and severally if more than one) Within fifteen (15) Business Days after repayment to Cabins to Rent of all amounts payable by the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement Hirer pursuant to this SectionAgreement, as and the case may be, such Subsidiary shall comply performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the applicable provisions Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Section. Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (bas appropriate) The Borrower may request in writing of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Administrative Agent releaseGuarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result the Guarantor irrevocably waives any rights which the lack of such release, including without limitation, a Default or Event of Default resulting from a violation of any of that independent advice might otherwise have given the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestGuarantor.

Guarantors. (a) Within fifteen The Guarantors as of the Effective Date are set forth on Schedule 10.14 hereto. (15b) Business Days after the date of Upon any Person becoming a Required GuarantorSubsidiary incurring, issuing or guaranteeing any debt securities or any other Material Indebtedness, within thirty (30) days thereafter, the Borrower shall deliver cause such Subsidiary to execute the Guarantee Agreement pursuant to an Addendum thereto in the form of Annex I to the Guarantee Agreement, and in the case of a Significant Subsidiary, to deliver documentation, to the extent requested by the Administrative Agent each Agent, similar to that described in Section 5.01(b) and (c) relating to the authorization for, execution and delivery of, and validity of the following such Significant Subsidiary’s obligations as a Guarantor, such documentation to be in form and substance reasonably satisfactory to the Administrative Agent: . (A)(ic) The Borrower covenants and agrees with respect the Lenders that each Specified Guarantor is, and shall remain, an entity organized under the laws of any jurisdiction within the United States. For the avoidance of doubt, this Section 10.14(c) shall not prohibit the Freight Separation or any merger or consolidation of a Specified Guarantor; provided, that, in accordance with the definition of “Specified Guarantor”, any Person into which such Specified Guarantor is merged or consolidated, or to which all or substantially all of its assets are sold, transferred or disposed, shall become a Specified Guarantor and be subject to the provisions of this Section 10.14(c). (d) Notwithstanding anything to the contrary contained herein or in any owner other Loan Document, (i) upon the Consummation of the Equity Interests Freight Separation, each of FedEx Corporation and its subsidiaries (but not, for the avoidance of doubt, any Subsidiary of the BorrowerBorrower following Consummation of the Freight Separation) that is a Guarantor shall be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement and the other Loan Documents without any further action required on the part of the Administrative Agent, a joinder any Lender or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, any other Person and (ii) with respect to upon the termination or release of any Guarantor (without limiting clause (i) above, other than any Specified Guarantor) from its incurrence, issuance and guarantee of any and all debt securities or any other Material Indebtedness, such Subsidiary an Accession Guarantor shall be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor without any further action required on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions part of this Section. (b) The Borrower may request in writing that the Administrative Agent releaseor any Lender. At the request and sole expense of the Borrower following any such release and discharge, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long execute and deliver to the Borrower such documents as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of reasonably request to evidence such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); release and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestdischarge.

Guarantors. The Company shall cause each of its Subsidiaries (aother than the Excluded Subsidiaries) Within fifteen to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (15or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Required Holders) Business Days the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the date formation or acquisition of any Person becoming a Required Guarantor, Subsidiary the Borrower Company shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen upon the earlier of (15x) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, such time as the case may be, such Subsidiary shall comply with becomes a guarantor, co-borrower or other obligor under the applicable provisions of this Section. Credit Agreement and (by) The Borrower may request in writing that the Administrative Agent release, and upon receipt of within 45 days after such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as formation or acquisition): (i) provide written notice to the Borrower shall certify in writing that no Default or Event holders of Default shall then be in existence or would occur as Notes upon any Person becoming a result of such releaseSubsidiary, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation setting forth information in reasonable detail describing all of the assets of such covenants on a pro forma basis after giving effect to such release)Person; and (ii) cause such Person to execute a supplement or counterpart to the Administrative Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent shall have received such written request at least ten (10together with undated stock powers signed in blank, if applicable) Business Days and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or such shorter period as may be joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative AgentRequired Holders; and (iv) prior deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested date of release. Delivery by the Borrower Required Holders, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent of any Required Holders. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such request shall constitute other guarantee agreement if such execution and delivery would cause a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Deemed Dividend Problem or a Financial Assistance Problem with respect to such requestForeign Subsidiary and, in lieu thereof, the Company and the relevant Subsidiaries shall provide the pledge agreements required under this Section 9.7 or Section 9.8.

Guarantors. No more than 45 days after either (ai) Within fifteen (15) Business Days after the date designation of any Person becoming a Required Guarantor, Material Subsidiary of the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: or (A)(iii) with respect to any owner of the Equity Interests of the Borrower, directly or indirectly, acquires a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.Material Subsidiary: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify cause such Material Subsidiary to duly execute and deliver to the Administrative Agent an accession agreement in writing that no Default or Event of Default shall then be in existence or would occur the form attached as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and Schedule N; (ii) the Borrower shall, and shall cause such Material Subsidiary to, duly execute and deliver to the Administrative Agent one or more Security Documents in order to charge all of such Material Subsidiary’s Secured Assets as security for its Secured Obligations and to charge all of such Material Subsidiary’s Shares as security for the Secured Obligations of the owner of such Shares; (iii) the Borrower shall deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of the constating documents and by-laws or similar documents of such Material Subsidiary; (B) a certificate of status or good standing for such Material Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Material Subsidiary is incorporated, if applicable; (C) a duly certified copy of the resolution of the board of directors or shareholders of such Material Subsidiary authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Material Subsidiary is a signatory and a duly certified copy of the resolution of the board of directors or shareholders (if required under the constating documents or by-laws of such Material Subsidiary) of such Material Subsidiary authorizing the pledge of all of its issued and outstanding Shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (D) a certificate of an officer of such Material Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign each Finance Document to which such Material Subsidiary is a signatory; (E) a Disclosure Certificate signed by an officer of such Material Subsidiary; (F) share certificates representing all of the issued and outstanding Shares of such Material Subsidiary (to the extent such Shares are certificated), in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or as otherwise required under Applicable Law; (G) an opinion of such Material Subsidiary’s counsel addressed to the Finance Parties and their counsel, relating to the status and capacity of such Material Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the applicable Finance Documents in, inter alia, the jurisdiction of incorporation of such Material Subsidiary and such other matters as the Administrative Agent may reasonably request; and (H) requisite information to identify each such Material Subsidiary under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification to their satisfaction; (iv) the Borrower shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the Shares of such Material Subsidiary; (v) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to in this Agreement; and (vi) except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required to make effective the Security and the intended first-ranking priority of such Security (subject to Permitted Liens which have priority by their nature) prior to following the requested date registration and recordation of release. Delivery by such documents and instruments; For greater certainty, notwithstanding the aforementioned 45 day period which the Borrower has to cause such Material Subsidiary to, among other things, execute and deliver a Guarantee, such Material Subsidiary shall, for all purposes of this Agreement, be a Guarantor under this Agreement on the date it became a Material Subsidiary. Furthermore, in the event that the Borrower is working in good faith with the Administrative Agent of any such request shall constitute a representation by to comply with this Section 11.1(q) but is unable to deliver the Borrower that documentation required thereby within the matters set forth required time period, the Administrative Agent, in its sole discretion, may extend the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requesttime period.

Guarantors. (a) Within fifteen If, at any time, any Person (15other than the Company) (a “Bank Guarantor”) is required by the terms of the Bank Credit Agreement to become a borrower or obligor under, or to otherwise guarantee Indebtedness outstanding under, the Bank Credit Agreement, then (x) the Company shall, not less than 10 Business Days after prior to the date effectiveness thereof, give written notice (a “Section 9.8 Notice”) of any Person becoming a such fact to the holders of the Notes, and (y) the Required GuarantorHolders shall have the right to require the Company to cause such Bank Guarantor to concurrently (or, with the Borrower shall consent of the Required Holders, thereafter) deliver to each of the Administrative Agent holders of the Notes a Guaranty Agreement or joinder agreement in respect of an existing Guaranty Agreement, as appropriate, together with each of the following items: (i) an executed counterpart of such Guaranty Agreement or joinder agreement in form respect of an existing Guaranty Agreement, as appropriate; (ii) a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Person making representations and substance reasonably satisfactory warranties to the Administrative Agent: (A)(i) effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to any owner such Person and such Guaranty Agreement, as applicable; (iii) a certificate of a Responsible Officer of the Equity Interests of the Borrower, a joinder or amendment Company certifying that at such time and after giving effect to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, execution and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt delivery of such request the Administrative Agent shall release any Guarantor that is no longer a Required GuarantorGuaranty Agreement or joinder agreement, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then have occurred and be in existence or would occur as a result of continuing; (iv) such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); documents and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct evidence with respect to such requestPerson as the Required Holders may reasonably request in order to establish the existence and good standing of such Person and the authorization of the transactions contemplated by such Guaranty Agreement; and (v) an opinion of counsel satisfactory to the Required Holders to the effect that such Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. In addition to the foregoing, if the Bank Credit Agreement shall contain (or be amended to contain) covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company shall deliver an amendment to this Agreement to add similar covenants, reporting obligations and events of default related to such Bank Guarantor for the benefit of the holders of the Notes, and until such time as such amendment is delivered, this Agreement shall be deemed, without any action on the part of the parties hereto, to be amended to include such additional covenants, reporting obligations and events of default as if set forth herein in full. If the Bank Credit Agreement shall cease to contain such covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company and the holders of the Notes shall deliver an amendment to this Agreement to remove such similar covenants, reporting obligations and events of default related to such Bank Guarantor, and until such time as such amendment is delivered, this Agreement shall be deemed, without any action on the part of the parties hereto, to be amended to exclude such covenants, reporting obligations and events of default as if set forth herein in full.

Guarantors. (a) Within fifteen thirty (1530) Business Days after the date days of any Person becoming a Required GuarantorMaterial Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bii) the items that would have been delivered under subsections (viv) through (xiviii), and (xvi) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on a pro forma basis after giving effect and as of such date except to the extent that such release)representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required GuarantorSuch Obligor will take such action, the Borrower shall deliver to the Administrative Agent and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner generality of the foregoing, in the event that any Obligor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Material Subsidiary or any Subsidiary shall become a Material Subsidiary (in each case, other than any Foreign Subsidiary, CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a Foreign Subsidiary), such Obligor and its Subsidiaries concurrently will: (1) cause such new Subsidiary to become a “Guarantor” of this Amended and Restated Note, and a “Grantor” and a “Guarantor” under the Guaranty and Security Agreement, pursuant to a Joinder under the Guaranty and Security Agreement; (2) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable second priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of the Borrower, a joinder or amendment each Foreign Subsidiary and CFC Holdco; (3) to the Parent Guaranty to unconditionally guaranty extent that the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any parent of such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been is not a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject party to the restriction which prevented it from becoming a Guarantor on Guaranty and Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the Effective Date or delivering an Accession terms of the Guaranty and Security Agreement pursuant to and this SectionAmended and Restated Note, as cause the case may be, parent of such Subsidiary shall comply with the applicable provisions to execute and deliver a pledge agreement in favor of this Section.Collateral Agent, in respect of all outstanding issued shares of such Subsidiary; and (b4) The Borrower may request in writing that deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those previously delivered by each Obligor or as Collateral Agent, at the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any direction of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent Required Holders, shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrequested.

Guarantors. (a) Within fifteen (15) 5 Business Days after days following the date on which any of the following conditions applies to any Person becoming Subsidiary or Unconsolidated Affiliate that is not already a Required Guarantor, the Parent and the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viv) through (xiviii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary or Unconsolidated Affiliate had been a Required Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; provided(2) the Borrower; (3) any other Subsidiary of the Parent, howeverthe Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, promptly or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (and y) in any event within fifteen (15) Business Days) upon any the case of an Excluded Subsidiary ceasing Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to be subject to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionUnencumbered Asset Value. (b) The Borrower may request in writing that the Administrative Agent releaserelease a Guarantor from the Guaranty, and upon receipt of such written request by the Administrative Agent Agent, such Guarantor shall release be automatically released from the Guaranty without the need for the execution or delivery of any Guarantor that is no longer a Required Guarantor, other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Borrower shall certify in writing that Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release)9.1.; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (representations and warranties made or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the Administrative Agent case of any such request shall constitute a representation or warranty qualified by the Borrower that the matters set forth materiality, in the preceding sentence (both as of the date of the giving of which case such request representation or warranty shall be true and correct in all respects) on and as of the date of such release with the effectiveness same force and effect as if made on and as of such request) are date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct with respect to in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such requestrepresentation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and Guarantor, (B) the items that would have been delivered under subsections (vvi) through (xixiii) of Section 6.1.(a) and under Section 6.1.(e6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen (15) Business Days Any time after the date Effective Date, Borrower may cause any of any Person becoming a Required Guarantor, its Subsidiaries to guarantee the Obligations of Borrower shall deliver hereunder by delivering to Administrative Agent an Assumption Agreement to the Administrative Agent each of the following Guarantee Agreement, in form and substance reasonably satisfactory set forth on Annex 1 to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, Guarantee Agreement and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required proposed Guarantor. If, at any time following the Effective Date, a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the restriction which prevented it Obligations shall be automatically released and such Guarantor shall be automatically released from becoming its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions Responsible Officer of this Section. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be in existence or would occur automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such release, including without limitation, a Default or Event of Default resulting Guarantor is simultaneously released from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail its guarantee of such covenants on a pro forma basis after giving effect to such release); and (ii) the Material Debt. Administrative Agent shall have received execute such written documents as Borrower shall reasonably request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to evidence the Administrative Agent) prior to the requested date of release. Delivery release contemplated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section 6.10.

Guarantors. (a) The Borrower shall (within the time period specified in the following subsection (b), if applicable) cause Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the following conditions to be a party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $35,000,000. (b) Within fifteen five (155) Business Days after the date of any Person becoming becomes a Required GuarantorSubsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a Property to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Person and (Bii) the items that would have been delivered under subsections (viv) through (xiviii) and (xvii) of Section 6.1.(a6.1(a) and under Section 6.1.(e6.1(e) if such Person had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (bc) The If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a Guarantor in accordance with subsection (a) above, the Borrower may request in writing that such Person be released from the Administrative Agent release, and upon receipt of such request the Administrative Agent Guaranty. Such release shall release any Guarantor that is no longer a Required Guarantor, be granted so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); exists and is continuing and (ii) the Administrative Agent all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall have received such written request at least ten (10) Business Days (or such shorter period as may continue to be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth accurate in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestall respects.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and Guarantor, (B) the items that would have been delivered under subsections (vvi) through (xixiii) of Section 6.1.(a) and under Section 6.1.(e6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) . The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen The Company shall procure that, subject to the Agreed Security Principles and this Clause: (15i) Business Days on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date of any Person becoming a Required Guarantor, on which the Borrower shall deliver Annual Financial Statements are delivered to the Administrative Agent each in accordance with the terms of this Agreement, sufficient members of the following Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in form and substance reasonably satisfactory respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the Administrative Agent: most recent Annual Financial Statements delivered under Clause 25 (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and Financial statements)); and (B) (in respect of sub-paragraph (b) above) the items that would have been then most recent Annual Financial Statements delivered under subsections Clause 25 (vFinancial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) through (xi) where any member of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the restriction which prevented it from becoming a purposes of the numerator in the Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionCoverage Test. (b) The Borrower may request in writing that Subject to the Administrative Agent releaseAgreed Security Principles, and upon receipt of such request the Administrative Agent Company shall release any Guarantor that is no longer a Required Guarantor, so long as procure that: (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any each member of the covenants contained in Section 10.1. Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after giving effect to such release)the Closing Date; and and (ii) the Administrative Agent shall have received such written request at least ten thereafter, any company which becomes a Material Subsidiary (10) Business Days (or such shorter period as may be reasonably acceptable by reference to the Administrative Agentmost recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) prior becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the requested date Agent in accordance with the terms of release. Delivery by the Borrower to the Administrative Agent this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as member of the date Group that is a Material Subsidiary solely by virtue of paragraph (b) of the giving definition of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request“Material Subsidiary”.

Guarantors. (a) Within fifteen The Parent shall ensure that at all times: (15i) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each aggregate of the following earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, as defined in form and substance reasonably satisfactory to the Administrative Agent: Clause 19 (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Financial Covenants)); (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and the aggregate of the gross assets; and (Biii) the aggregate of the turnover, of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-group items that would have been delivered under subsections and investments in Subsidiaries of any member of the Group) represents not less than 90% of the EBITDA (v) through as defined in Clause 19 (xi) Financial Covenants), aggregate gross assets and aggregate turnover, respectively, of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionAdjusted Group . (b) The Borrower may request Parent shall ensure that each Material Company which is not a Guarantor becomes a Guarantor in writing that the Administrative Agent release, and upon receipt accordance with Clause 30.4 (Additional Guarantors) within 10 Business Days of such request the Administrative Agent shall release any Guarantor that is no longer becoming a Required Guarantor, so long as Material Company. (c) The Parent need not perform their obligations under paragraphs (a) and/or (b) above if: (i) it is unlawful for the Borrower shall certify relevant person to become a Guarantor and that person becoming a Guarantor would result in writing a personal liability for the directors of that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and person; (ii) where the Administrative Agent shall have received relevant person is a joint venture entity, the relevant person is prohibited from becoming a Guarantor under the provisions of any agreement governing such written request at least ten joint venture; or (10iii) Business Days (or where the relevant person is a joint venture entity, the approval of any other joint venture partner is required for that relevant person to become a Guarantor under the provisions of any agreement governing that joint venture and such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery approval is refused by the Borrower concerned joint venture partner(s). (d) Each Obligor must use, and procure that the relevant person uses, all reasonable endeavours (including, if necessary, agreeing to a limit on any amount guaranteed but not including the Administrative Agent payment of any material amounts) lawfully available to: (i) avoid any such request shall constitute unlawfulness or personal liability; or (ii) procure the removal of or exemption from prohibitions from becoming a representation by Guarantor under the Borrower that applicable agreement(s) or procure the matters set forth in the preceding sentence (both as approval of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrelevant joint venture partner(s).

Guarantors. (a) Within fifteen ten (1510) Business Days after (or such later date as may be agreed to by the Agent in its reasonable discretion) following the date on which any of the following conditions first applies to any Person becoming Subsidiary of the Borrower that is not already a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to a Guaranty, substantially in the form of Exhibit H, or, if such Guaranty has been previously executed, an Accession Agreement (or if at any owner such time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyExhibit H) executed by such Subsidiary, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (vSection 5.1.(a)(iv) through (xi) of Section 6.1.(aa)(viii) and under Section 6.1.(e5.1.(a)(xii) if had any such Person had Subsidiary been a Required Guarantor on the Agreement Date; provided, however, promptly (and with each reference to “Agreement Date” in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing such subsections deemed to be subject a reference to the restriction which prevented it from becoming a Guarantor on date the Effective Date or delivering an Accession Agreement pursuant referenced in the immediately preceding clause (i) is delivered to this Section, as the case may be, Agent: (A) such Subsidiary shall comply Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any Subsidiary of the Borrower (except for (i) Guarantees by LCIF or Net Lease Strategic Assets Fund, L.P. of customary exceptions to nonrecourse indebtedness of Subsidiaries of LCIF or Net Lease Strategic Assets Fund, L.P., respectively, for fraud, misapplication of funds, environmental indemnities and other similar events, and other similar exceptions to nonrecourse liability (but not exceptions relating to voluntary bankruptcy, collusive involuntary bankruptcy, insolvency, or receivership or other similar events) or (ii) any Permitted Intercompany Indebtedness); or (B) (i) such Subsidiary owns an Eligible Unencumbered Property and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness (other than Permitted Intercompany Indebtedness that is Recourse Indebtedness); or (C) LCIF or Net Lease Strategic Assets Fund, L.P. has incurred, acquired or suffered to exist any Recourse Indebtedness other than Permitted Intercompany Indebtedness that is Recourse Indebtedness or Guarantees by LCIF or Net Lease Strategic Assets Fund, L.P. permitted under (A) above with the applicable provisions of this Sectionrespect to which no claim has been made. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor is not required to be a party to the Borrower shall certify Guaranty under the immediately preceding subsection (a) (including by reason of a transfer of all of the Equity Interests of a Guarantor permitted by Section 9.7. that results in writing that such Guarantor no longer being a Subsidiary); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release); representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 5 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen five (155) Business Days after (or such longer period as the date Administrative Agent may reasonably determine) of (i) any Person becoming a Required Material Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, (ii) any Subsidiary of the Borrower (other than an Excluded Subsidiary) becoming the owner, directly or indirectly, of the equity interests of any other Guarantor, (iii) solely with respect to any Subsidiary (other than an Excluded Subsidiary) that was a Material Subsidiary as of the Agreement Date and in good faith and without the actual knowledge of the Borrower did not become a Guarantor as of the Agreement Date, such Subsidiary's identification as being a Material Subsidiary, (iv) solely with respect to any Material Subsidiary that was not an Excluded Subsidiary but in good faith and with reasonable belief was identified by the Borrower to be an Excluded Subsidiary as of the Agreement Date and did not become a Guarantor as of the Agreement Date, May 13, 2013, (v) any Subsidiary that owns an Eligible Property or other asset, the value of which is included in the determination of Unencumbered Asset Value, incurring, acquiring or suffering to exist any Recourse Indebtedness of such Subsidiary, and (vi) any Subsidiary executing and delivering a Guaranty of, or otherwise becoming obligated in respect of, any Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ia) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bb) the items that would have been delivered under subsections (viv) through (xiviii) and (xvi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, that promptly (and in any event within fifteen five (155) Business Days) upon any Material Subsidiary which is an Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Material Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (but not the Parent) from its Guaranty so long as as: (i) no Property owned by such Guarantor shall thereafter be included in the Borrower list of Eligible Properties, (ii) such Guarantor shall certify in writing that no longer be a Material Subsidiary and is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) and (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release. In the event the Borrower obtains an Investment Grade Rating during the term of this Agreement, including without limitationthe Borrower may request in writing that the Administrative Agent release, a so long as there is no Default or Event of Default resulting in existence or that would occur as a result of such release, and upon receipt of such request the Administrative Agent shall release, each of the Guarantors (but not (x) the Parent, (y) any Subsidiary required to become a Guarantor pursuant to Section 8.14.(a)(v) or (vi), or (z) any Subsidiary that holds title to any Eligible Property or any other asset the value of which is included in the determination of Unencumbered Asset Value solely to the extent any Equity Interests of such Subsidiary are owned, directly or indirectly, by any Subsidiary of the Borrower that is an Excluded Subsidiary pursuant to clause (a)(x)(ii) of the definition of such term (such Subsidiary under this clause (z) being a “Continuing Guarantor Subsidiary”)) from the Guaranty, the Guaranty (but not the Parent Guaranty and other than with respect to any Subsidiary required to become a violation Guarantor pursuant to Section 8.14(a)(v) or (vi) and any Continuing Guarantor Subsidiary) shall be terminated in accordance with the terms hereof and thereof, and, except to the extent required pursuant to Section 8.14.(a)(v) or (vi) and with respect to any Continuing Guarantor Subsidiary, no future Subsidiary of the Borrower shall be required to provide a Guaranty. (c) Within five (5) Business Days of the Parent executing and delivering a Guaranty of any Indebtedness of the covenants contained in Section 10.1. Borrower or any Subsidiary (as evidenced by a Compliance Certificate showing calculation in reasonable detail except for (i) guaranties of such covenants on a pro forma basis after giving effect customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to such release); and non-recourse liability, (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters Indebtedness set forth in the preceding sentence on Schedule 8.14.(c), and (both as iii) guaranties of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct tenant improvement allowances with respect to any Property owned by any of its Subsidiaries to the extent such requestguaranties are entered into in the ordinary course of the Borrower's business and consistent with past practice), the Borrower shall cause the Parent to amend the Parent Guaranty to unconditionally guaranty the Obligations hereunder in their entirety.

Guarantors. The Company shall cause each of its Restricted Subsidiaries (aother than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group)) Within fifteen to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (15or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Required Holders) Business Days the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the date formation or acquisition of any Person becoming Restricted Subsidiary or the occurrence of a Required GuarantorSubsidiary Redesignation, the Borrower Company shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date 45 days after such formation or delivering an Accession Agreement pursuant to this Section, as the case may be, acquisition or such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as Redesignation): (i) provide written notice to the Borrower shall certify in writing that no Default or Event holders of Default shall then be in existence or would occur as Notes upon any Person becoming a result of such releaseSubsidiary, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation setting forth information in reasonable detail describing all of the assets of such covenants on a pro forma basis after giving effect to such release)Person; and (ii) cause such Person (other than any Excluded Subsidiary, Immaterial Subsidiary and member of the Administrative Propel Group) to execute a supplement or counterpart to the Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent shall have received such written request at least ten (10together with undated stock powers signed in blank, if applicable) Business Days and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or such shorter period as may be joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative AgentRequired Holders; and (iv) prior deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested date of release. Delivery by the Borrower Required Holders, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent of any Required Holders. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such request shall constitute other guaranty agreement if such execution and delivery would cause a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Deemed Dividend Problem or a Financial Assistance Problem with respect to such requestForeign Subsidiary and, in lieu thereof, the Company and the relevant Restricted Subsidiaries shall provide the pledge agreements required under this Section 9.7 or Section 9.8. Notwithstanding the foregoing, the Company will be required to comply with this Section 9.7 with respect to any Subsidiaries of Propel Acquisition LLC to the extent that the provisions of the Propel Indebtedness no longer prohibits the guaranty of the obligations evidenced by the Notes or the granting of security with respect thereto, and (y) with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. The Borrower shall cause each of its Restricted Subsidiaries (aother than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group) Within fifteen to guarantee pursuant to the Guaranty Agreement or supplement thereto (15or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Administrative Agent) Business Days the Secured Obligations. In furtherance of the above, after the date formation or acquisition of any Restricted Subsidiary or a Subsidiary Redesignation, the Borrower shall promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Prudential Financing and (y) within 45 days after such formation or acquisition or Subsidiary Redesignation (with any such time limit permitted to be extended by the Collateral Agent in its reasonable discretion)) (i) provide written notice to the Administrative Agent and the Lenders upon any Person becoming a Required GuarantorRestricted Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person, (ii) cause such Person (other than any member of the Propel Group and any Immaterial Subsidiary) to execute a supplement to the Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower shall deliver and its Subsidiaries to comply with Section 5.11, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent each and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the following documentation referred to above), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent: . Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (A)(ior supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and the relevant Restricted Subsidiaries shall provide the pledge agreements required under this Section 5.10 or Section 5.11. Notwithstanding the foregoing, the Borrower will be required to comply with this Section (x) with respect to any owner Subsidiaries of Propel Acquisition LLC to the extent that the provisions of the Equity Interests Propel Indebtedness no longer prohibits the guaranty of the Borrower, a joinder Obligations or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder granting of security in their entirety, respect thereto and (iiy) with respect to any such Immaterial Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing it ceases to be subject to an Immaterial Subsidiary under the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any terms of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestdefinition thereof.

Guarantors. (a) Within fifteen The Company will (15x) Business Days after the date cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Person becoming Indebtedness under any Material Credit Facility (a Required “Subsidiary Guarantor”) and (y) use commercially reasonable efforts to cause any other entity that is not a Subsidiary that guarantees or otherwise becomes liable at any time, the Borrower shall deliver whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under a Material Credit Facility (a “Non-Subsidiary Guarantor”; together with any other Non-Subsidiary Guarantors and any Subsidiary Guarantors, each a “Guarantor”) to concurrently therewith (or, if prior to the Administrative Agent each of the following Closing, at Closing): (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Guarantor, on a joint and several basis with all other such Guarantors, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “NPA Guaranty”); and Public Service Company of New Mexico Note Purchase Agreement (ii) deliver the following to each Purchaser and holder of a Note: (A) an executed counterpart of such NPA Guaranty; (B) a certificate signed by an authorized responsible officer of such Guarantor containing representations and warranties on behalf of such Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of this Agreement (but with respect to such Guarantor and such NPA Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Guarantor and the due authorization by all requisite action on the part of such Guarantor of the execution and delivery of such NPA Guaranty and the performance by such Guarantor of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Administrative Agent: (A)(i) with respect Required Holders covering such matters relating to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, NPA Guaranty as the case Required Holders may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that At the Administrative Agent releaseelection of the Company and by written notice to each holder of Notes, and upon receipt of such request the Administrative Agent shall release any Guarantor may be discharged from all of its obligations and liabilities under its NPA Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that is no longer a Required Guarantor, so long as (i) if such Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released and discharged concurrently with the Borrower shall certify in writing that release of such Guarantor under its NPA Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then be due and payable under such NPA Guaranty, (iv) if in existence connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or would occur as a result other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, including without limitation, a Default or Event of Default resulting from a violation of any the holders of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Notes shall receive equivalent consideration substantially concurrently therewith and (iiv) the Administrative Agent each holder shall have received such written request at least ten (10) Business Days (or such shorter period a certificate of a Responsible Officer certifying as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence clauses (both as i) through (iv). (c) The failure of the date of the giving of such request and as of the date of the effectiveness of such requesta Non-Subsidiary Guarantor to comply with Section 9.7(a)(i) are true and correct or (ii) will constitute non-compliance by a Guarantor with respect to such requestthis Section 9.7.

Guarantors. (a) Within fifteen (15) Business Days after Not later than the applicable Required Joinder Date following the date on which any of the following conditions first applies to any Person becoming Subsidiary that is not a Required Guarantor, the Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at such time a Guaranty is not in effect, a Guaranty substantially in the form of the Exhibit E) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (or, from and after the Reorganization, the REIT Entity or any Subsidiary of the REIT Entity) (other than (A) Guarantees of, and other obligations in respect of, Indebtedness relating to construction loans in an aggregate amount for such Guarantees and other obligations not in excess of $200,000,000 at any time, (B) Nonrecourse Indebtedness Guarantees and Guarantees of the type described in clause (b) of the definition of Excluded Subsidiary, (C) obligations in respect of Indebtedness of a Subsidiary in respect of which recourse is limited to pledges of Equity Interests in the Subsidiary that is the primary obligor under such Indebtedness, (D) any Guaranty of Indebtedness of any Subsidiary acquired or assumed in connection with an acquisition of such Subsidiary (so long as such Guaranty was in existence prior to the Administrative Agent consummation of such acquisition and not incurred in contemplation thereof) and (E) intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations); or (ii) (A) such Subsidiary owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, incurs or suffers to exist (whether as a borrower, co-borrower, guarantor or otherwise) any Recourse Indebtedness (other than intercompany Indebtedness of a Subsidiary (1) owing to a Loan Party or (2) owing to another Subsidiary so long as such Indebtedness is subordinated to the Obligations). (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower shall cause each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of the following in form and substance reasonably satisfactory to the Administrative Agent: : (A)(ii) if requested by the Administrative Agent, an opinion of counsel to such Subsidiary, addressed to the Administrative Agent and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each such Subsidiary certified as of a recent date by the Secretary of State of the state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to any owner each such Subsidiary issued as of a recent date by the Secretary of State of the Equity Interests state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary with respect to each of the Borrowerofficers of such Subsidiary authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Subsidiary of (A) the by-laws of such Subsidiary, if a joinder corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or amendment general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and (vi) such other documents, agreements and instruments as the Administrative Agent or any Lender through the Administrative Agent, may reasonably request. Until a Subsidiary that is required to become a Guarantor under clause (ii) of the immediately preceding subsection (a) becomes a Guarantor, and delivers to the Parent Guaranty Administrative Agent the items required to unconditionally guaranty the Guaranteed Obligations hereunder be delivered pursuant to this subsection (b), (i) no Eligible Property owned or leased by such Subsidiary shall be included in their entirety, calculations of Unencumbered Pool Value and (ii) with respect no income attributable to any such Subsidiary an Accession Agreement executed Eligible Property owned or leased by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions be included in calculations of this SectionUnencumbered NOI. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. The Borrower will take such action, and will cause each of its Domestic Subsidiaries (aother than Immaterial Subsidiaries) Within fifteen to take such action, from time to time as shall be necessary to ensure that such Domestic Subsidiaries of the Borrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (15other than an Immaterial Subsidiary) Business Days after the date of that shall constitute a Subsidiary hereunder or any Person becoming a Required GuarantorDomestic Subsidiary shall cease to be an Immaterial Subsidiary, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: its Subsidiaries will cause such Subsidiary to: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, become a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety“Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to a Subsidiary Joinder Agreement; (ii) with respect cause such Domestic Subsidiary to any take such action (including delivering such shares of stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary an Accession Agreement executed by as collateral security for the obligations of such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded new Subsidiary ceasing to be subject hereunder to the restriction which prevented it from becoming a Guarantor extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to Section 5.01 on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor reasonably request. In addition, promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (which period may be extended by the Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is no longer a Required Guarantor, so long as (i) directly owned by the Borrower or any Domestic Subsidiary (a “First-Tier Foreign Subsidiary”) shall certify be pledged in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any favor of the covenants contained in Section 10.1. Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to the Security Agreement or such other pledge or similar agreement as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received reasonably request (and in that connection Borrower will, and will cause such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to Domestic Subsidiary to, comply with the Administrative Agent) prior to the requested date other requirements of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section).

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (aother than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) Within fifteen otherwise determined by the Company or (15y) Business Days after such entity guarantees any First Lien Indebtedness or any Public Debt) that incurs, or guarantees, any Indebtedness of the date Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of any Person becoming the Company or a Required GuarantorRestricted Subsidiary to, the Borrower shall within 30 days thereafter, execute and deliver to the Administrative Agent each Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the following Securities on the same terms and conditions as those set forth in form and substance reasonably satisfactory this Indenture (subject to any limitations that apply to the Administrative Agent: (A)(i) with respect to any owner guarantee of the Equity Interests of the Borrower, a joinder or amendment Indebtedness giving rise to the Parent requirement to deliver a Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this SectionSection 10.16). Any such Domestic Restricted Subsidiary shall, as the case may be, such Subsidiary shall comply substantially concurrently with the applicable provisions execution of this Section. (b) The Borrower may request in writing that the Administrative Agent releasesuch Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and upon receipt the Company shall cause all of the Capital Stock in such request Restricted Subsidiary owned by the Administrative Agent Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall release cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, any Guarantor that is no longer a Required Guarantor, so long as (i) Pari Passu Intercreditor Agreement and the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such releaseABL Intercreditor Agreement, including without limitation, a Default or Event of Default resulting from a violation of those described under Article XIV. This Section 10.16 shall not apply to any of the covenants contained in Section 10.1. (Company’s Subsidiaries that have been properly designated as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestan Unrestricted Subsidiary.

Guarantors. (a) Within fifteen In the event that (15i) Business Days after Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the date Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Person Subsidiary of the Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Required Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. (b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors, if any, to be true and correct with respect to each such Subsidiary, or Controlled JV Entity. In connection with the delivery of the Guaranty or such Joinder Agreement, the Borrower shall deliver to the Administrative Agent each of the following in form such organizational agreements, resolutions, consents, opinions and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, other documents and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, instruments as the case Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably require. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. No Guarantor (aother than a Guarantor whose Guarantee is to be released in accordance with the terms of Section 3.03) Within fifteen (15) Business Days after the date of any shall consolidate with or merge with or into another Person, whether or not such Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) is affiliated with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) whether or not such Guarantor is the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; providedSurviving Person, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as unless (i) the Borrower shall certify in writing that Surviving Person (if other than such Guarantor) is a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia or, if any such Guarantor was a Foreign Restricted Subsidiary, under the laws of the United States of America or any state thereof or the District of Columbia or the jurisdiction under which the Foreign Restricted Subsidiary was organized; (ii) the Surviving Person (if other than such Guarantor) expressly assumes by supplemental indenture all the obligations of such Guarantor under its Guarantees of the Senior Subordinated Notes and the performance and observance of every covenant of the Indenture to be performed or observed by such Guarantor; (iii) at the time of and immediately after such Disposition, no Default or Event of Default shall then have occurred and be continuing; and (iv) immediately after giving effect to any such transaction involving the Incurrence by such Guarantor, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of such Guarantor in existence connection with or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of transaction as having been Incurred at the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail time of such covenants transaction), the Borrower could Incur, on a pro forma basis after giving effect to such releasetransaction as if it had occurred at the beginning the latest fiscal quarter for which consolidated financial statements of the Borrower are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of Section 6.01(c); and (ii) the Administrative Agent provided, however, that this paragraph shall have received not be a condition to a merger or consolidation of a Guarantor if such written request at least ten (10) Business Days (merger or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by consolidation only involves the Borrower to and/or one or more other Guarantors. Notwithstanding the Administrative Agent foregoing, nothing in this covenant shall prohibit the consolidation or merger with or into or the sale of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as all or substantially all of the date assets or properties of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect a Guarantor to such requestany other Restricted Subsidiary that is a Guarantor.

Guarantors. (a) Within fifteen five (155) Business Days after the date of any Person becoming Subsidiary of Borrower executing and delivering a Required GuarantorGuaranty of any Indebtedness of the Borrower or the Parent (excluding, however, (i) any Subsidiary executing such a Guaranty in connection with Indebtedness incurred in connection with the acquisition of such Subsidiary by the Borrower or the Parent or in connection with the acquisition of property by such Subsidiary, so long as such Guaranty is executed at the time such Indebtedness is incurred, (ii) any Subsidiary executing a Guaranty of Indebtedness which is based in substantial part on the value of the assets of such Subsidiary and which, in connection with such Guaranty, also provides a Mortgage, Negative Pledge or other Lien on all or substantially all of its assets to secure such Indebtedness, and (iii) any Subsidiary whose Guaranty prohibits such Subsidiary from guarantying other Indebtedness of the Borrower [Borrower and Parent agreeing to use their reasonable efforts to not agree to such a prohibition]), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ia) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bb) the items that would have been delivered under subsections (viv) through (xiviii), (xiii) and (xix) of Section 6.1.(a) and under Section 6.1.(e) if such Person Subsidiary had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (but not the Parent) from the Guaranty so long as as: (i) such Guarantor owns no Borrowing Base Property, nor any direct or indirect equity interest in any Subsidiary that does own a Borrowing Base Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under this Section; and (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen The Company shall ensure that at all times: (15i) Business Days after all Material Companies which are members of the date Restricted Group (other than an Excluded Subsidiary), Holding Companies of Material Companies (other than the Holding Company of the Company) and any member of the Restricted Group that is or becomes a guarantor in respect of the Notes, are Guarantors (in the case of any Person member of the Restricted Group that is or becomes a guarantor in respect of the Notes, simultaneously to becoming a Required Guarantorguarantors in respect of the Notes); and (ii) subject to paragraph (d) below, the Borrower shall deliver aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors, the aggregate gross assets and the aggregate turnover of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra- Restricted Group items) represents not less than 90 per cent. of Consolidated EBITDA, consolidated gross assets and consolidated turnover of all members of the Restricted Group, in each case calculated by reference to the Administrative Agent each Original Financial Statements of the following in form and substance reasonably satisfactory Company prior to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, Closing Date; and (ii) thereafter, with respect each set of audited annual financial statements delivered under Clause 27.1 (Financial Statements). (b) The Company shall not have any obligation to procure that any such Subsidiary member of the Restricted Group becomes an Accession Agreement executed by such Required Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Clause 29.14. (c) The Company shall not be in breach of sub-paragraph (a)(ii) of this Clause 29.14 if the only reason the 90 per cent. threshold set out therein is not met is that the Excluded Subsidiaries (taken together) have earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA), gross assets and turnover representing more than 10 per cent of Consolidated EBITDA or gross assets or turnover (excluding intra-Restricted Group items) representing more than 10 per cent. of the gross assets or turnover of the Restricted Group, in each case calculated on a consolidated basis. (d) The Company need only perform its obligations under paragraph (a) above, to the extent it is not unlawful for the relevant person to become a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the Effective amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (e) Any member of the Restricted Group (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become a Guarantor and grant Security as the Agent may require and shall accede to the Intercreditor Agreement within 20 Business Days of delivery of any Compliance Certificate accompanying the audited annual financial statements delivered under Clause 27.1 (Financial Statements) or delivering an Accession Agreement pursuant to this Sectionwithin 20 Business Days of its acquisition, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (bf) The Borrower may request Nothing in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent this Agreement shall release require any Excluded Subsidiary to accede as a Guarantor that is no longer a Required Guarantor, for so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestit is an Excluded Subsidiary.

Guarantors. (a) Within fifteen With respect to any owner of any Secured Pool Property, as of the date such Secured Pool Property shall be included in the calculation of Maximum Loan Availability, and from and after the Collateral Release Event, within five (155) Business Days after of (x) with respect to any Subsidiary of the Parent (other than the Borrower) that owns, directly or indirectly, any Equity Interests of any owner of any Unencumbered Pool Property, the Collateral Release Event (or if later, the date of such Subsidiary acquires such Equity Interests) and (y) any other Person becoming a Required GuarantorMaterial Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bii) the items that would have been delivered under subsections (viv) through (xiviii) and (xviii) of Section 6.1.(a6.1(a) and under Section 6.1.(e6.1(e) if such Person Subsidiary had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen five (155) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor owns no Pool Property, nor any direct or indirect Equity Interest in any Subsidiary that owns a Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. ; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen (15) Business Days after The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of the date of any Person becoming a Required GuarantorCredit Agreement, the Borrower shall to deliver to the Administrative Agent each of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed Joinder to the Subsidiary Guaranty in the form attached as Exhibit 9.9; (ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and substance reasonably warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the BorrowerRequired Holders, a joinder or amendment to the Parent effect that the Subsidiary Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Person has been duly authorized, executed and (B) delivered and that the items that would have been delivered under subsections (v) through (xi) Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the Agreement Date; provided, however, promptly (enforcement of creditors’ rights generally and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Sectionby general equitable principles. (b) The Borrower may request in writing that holders of the Administrative Agent release, Notes agree to discharge and upon receipt of such request the Administrative Agent shall release any Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that is no longer a Required Guarantor, so long as (i) such Guarantor has been released and discharged (or will be released and discharged concurrently with the Borrower release of such Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall certify in writing deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default shall then be exists, and (iii) if any fee or other form of consideration (including but not limited to the granting of a security interest in existence or would occur as a result collateral) is given to any holder of Indebtedness of the Company for the purpose of such release, including without limitation, a Default or Event of Default resulting from a violation of any holders of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent Notes shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestreceive equivalent consideration.

Guarantors. (a) Within fifteen (15) Business Days after Contemporaneously with the date incorporation, formation or acquisition of any Person becoming Additional Guarantor or any Additional Sponsor Group Member that is not yet a Required Guarantor, the Borrower shall deliver cause such entity to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) comply with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of this Section 6.1.(a10.3(w) and under upon compliance with this Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be10.3(w), such Subsidiary entity shall comply with the applicable provisions of this Sectionbe deemed to constitute a Guarantor. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of cause such releaseentity to duly execute and deliver to the applicable Collateral Agent, including without limitationsubject to Section 14.13, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and Guarantee; (ii) the Borrower shall deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent and the applicable Collateral Agent: (A) a duly certified copy of the constating documents of such entity; (B) a certificate of status or good standing for such entity issued by the appropriate governmental body or agency of the jurisdiction in which such entity is incorporated or formed (to the extent available in such jurisdiction); (C) a duly certified copy of the resolution of the board of directors of such entity authorizing it to execute, deliver and perform its obligations under each Credit Document to which such entity is a party and a duly certified copy of the resolution of the board of directors (if required under the constating documents of such entity) of such entity authorizing the pledge of all of its issued and outstanding Shares to the applicable Collateral Agent and any subsequent disposition thereof by the applicable Collateral Agent in realizing on the security therein constituted by the relevant Security Documents; (D) a certificate of an officer of such entity, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such entity is a party; (E) in the case of Additional Guarantors that are Subsidiaries of the Borrower only, share certificates representing all of the issued and outstanding Shares of such entity, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (F) in the case of Additional Sponsor Group Members only, share certificates representing all of the issued and outstanding Shares of the Borrower owned by such Additional Sponsor Group Member, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (G) copies of insurance policies, riders and endorsements, insurance binders, certificates of insurance and statements of coverage with respect to the insurance referred to in Section 10.3(c); (H) an opinion of such entity's counsel addressed to the Lenders, the Administrative Agent, the Collateral Agents and its counsel, relating to, inter alia, (i) the status and capacity of such entity, (ii) the due authorization, execution and delivery of the Finance Documents to which such entity is a party, (iii) the validity and enforceability of the Finance Documents to which such Obligor is a party in the jurisdiction of the governing law of the applicable Finance Documents, (iv) no breach of law or constating documents, (v) receipt of all authorizations and consents required by or from any Official Body in connection with the execution, delivery and performance of the Finance Documents to which such entity is a party and the transactions contemplated thereby, (vi) the creation of a valid security interest under each Security Document to which such entity is a party, (vii) the perfection of the security interests created under the Security Documents by registration or control, and (viii) such other matters as the Administrative Agent may reasonably request; in the jurisdiction of incorporation of such entity and in the Province of British Columbia; (I) in the case of Additional Guarantors, the Borrower shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the grant to the Collateral Agents, or any one of them, a first priority Lien on the Secured Assets (subject only to Permitted Liens) as continuing collateral security for the payment and performance of the Secured Obligations of such Additional Guarantor and the pledge of the Shares of such entity (together with all necessary recordings and filings in all necessary public offices, and all other necessary and appropriate action, so that each such additional Security Document creates a perfected Lien on all right, title and interest of such Additional Guarantor in the Secured Assets covered thereby, prior and superior to all other Liens other than Permitted Liens and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Project Documents, as applicable); (J) in the case of Additional Sponsor Group Members, the Borrower shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the Shares of the Borrower owned by such Additional Sponsor Group Member (together with all necessary recordings and filings in all necessary public offices, and all other necessary and appropriate action, so that each such additional Security Document creates a perfected Lien on all right, title and interest of such Additional Sponsor Group Member in the Secured Assets covered thereby, prior and superior to all other Liens other than Permitted Liens and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Project Documents, as applicable); (K) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary Authorizations, acknowledgements and directions have been given or obtained, as applicable, and that all Applicable Laws have been complied with in respect of all agreements and transactions referred to herein; (L) if requested by any Lender, the Borrower shall cause any such entity that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation and has not previously delivered a Beneficial Ownership Certification to deliver a Beneficial Ownership Certification to the Administrative Agent and the Lenders; and (M) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to been made which, in the opinion of the Administrative Agent's counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created pursuant to this Section 10.3(w) prior and to ensure the requested date of release. Delivery by perfection and the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving intended first-ranking priority of such request and as of the date of the effectiveness of such request) are true and correct with respect Security (subject to such requestPermitted Liens).

Guarantors. (a) Within fifteen The Company will (15x) Business Days after the date cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Person becoming Indebtedness under any Material Credit Facility (a Required “Subsidiary Guarantor”) and (y) use commercially reasonable efforts to cause any other entity that is not a Subsidiary that guarantees or otherwise becomes liable at any time, the Borrower shall deliver whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under a Material Credit Facility (a “Non-Subsidiary Guarantor”; together with any other Non-Subsidiary Guarantors and any Subsidiary Guarantors, each a “Guarantor”) to the Administrative Agent each of the following concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Guarantor, on a joint and several basis with all other such Guarantors, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “NPA Guaranty”); and (ii) deliver the following to each Purchaser and holder of a Note: (A) an executed counterpart of such NPA Guaranty; (B) a certificate signed by an authorized responsible officer of such Guarantor containing representations and warranties on behalf of such Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of this Agreement (but with respect to such Guarantor and such NPA Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Guarantor and the due authorization by all requisite action on the part of such Guarantor of the execution and delivery of such NPA Guaranty and the performance by such Guarantor of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Administrative Agent: (A)(i) with respect Required Holders covering such matters relating to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, NPA Guaranty as the case Required Holders may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that At the Administrative Agent releaseelection of the Company and by written notice to each holder of Notes, and upon receipt of such request the Administrative Agent shall release any Guarantor may be discharged from all of its obligations and liabilities under its NPA Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that is no longer a Required Guarantor, so long as (i) if such Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released and discharged concurrently with the Borrower shall certify in writing that release of such Guarantor under its NPA Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then be due and payable under such NPA Guaranty, (iv) if in existence connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or would occur as a result other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, including without limitation, a Default or Event of Default resulting from a violation of any the holders of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Notes shall receive equivalent consideration substantially concurrently therewith and (iiv) the Administrative Agent each holder shall have received such written request at least ten (10) Business Days (or such shorter period a certificate of a Responsible Officer certifying as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence clauses (both as i) through (iv). (c) The failure of the date of the giving of such request and as of the date of the effectiveness of such requesta Non-Subsidiary Guarantor to comply with Section 9.7(a)(i) are true and correct or (ii) will constitute non-compliance by a Guarantor with respect to such requestthis Section 9.7.

Guarantors. (a) The Borrower shall (within the time period specified in the following subsection (b), if applicable) cause Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the following conditions to be a party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $25,000,000. (b) Within fifteen five (155) Business Days after the date of any Person becoming becomes a Required GuarantorSubsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a Property to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Person and (Bii) the items that would have been delivered under subsections (viv) through (xiviii) and (xvii) of Section 6.1.(a6.1(a) and under Section 6.1.(e6.1(e) if such Person had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (bc) The If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a Guarantor in accordance with subsection (a) above, the Borrower may request in writing that such Person be released from the Administrative Agent release, and upon receipt of such request the Administrative Agent Guaranty. Such release shall release any Guarantor that is no longer a Required Guarantor, be granted so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); exists and (ii) the Administrative Agent all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall have received such written request at least ten (10) Business Days (or such shorter period as may continue to be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth accurate in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestall respects.

Guarantors. (a) Within fifteen The Company shall ensure that, subject to the Agreed Security Principles and the Guarantee Limitations, (15by reference to the Original Financial Statements or such other financial statements or information which is available to the Company) Business Days after on or before the date of any Person becoming a Required which is 120 days) after (and excluding) the Closing Date (or such later date as the Agent may agree) (the “Initial Test Date”): (i) each Material Company shall accede to this Agreement as an Additional Guarantor; and (ii) the Guarantor Coverage Test is satisfied, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required together being the “Initial Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionTest”). (b) Following the Initial Guarantor Test, compliance with the Guarantor Coverage Test shall be determined by reference to the latest Annual Financial Statements taken together with the relevant Compliance Certificate. (c) The Borrower may request in writing that Company shall ensure that, subject to the Administrative Agent releaseAgreed Security Principles, within 120 days after (and upon receipt excluding) the last date on which the Compliance Certificate with respect to each set of such request Annual Financial Statements are required to be delivered for each Accounting Period following the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as Initial Test Date: (i) each Material Company; and (ii) each other member of the Borrower shall certify Group (if any) required to become an Additional Guarantor in writing that order to ensure ongoing compliance with the Guarantor Coverage Test (calculated as if such Additional Guarantors had been Guarantors at such test date), accedes to this Agreement as an Additional Guarantor. If the Guarantor Coverage Test is satisfied within such time period, no Default or Default, Event of Default or other breach of this Agreement or the other Finance Documents shall then arise in respect thereof. (d) If, in accordance with the Agreed Security Principles, a person is not required to grant any guarantee or to grant security over an asset, the Company may, in its sole discretion, elect to (or to procure that such person will) grant such guarantee or security (“Voluntary Credit Support”) and each Secured Party shall be in existence required to accept such Voluntary Credit Support and shall enter into any document requested by the Company to create, perfect, register or would occur as a result notify third parties of such releaseVoluntary Credit Support on such terms as the Company shall, including without limitationin its sole discretion, a Default or Event of Default resulting from a violation of any elect provided that such Voluntary Credit Support does not, in the reasonable opinion of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect relevant Secured Party, expose it to such release); and (ii) liability which is inconsistent with its position under the Administrative Agent shall have received such written request at least ten (10) Business Days (other Finance Documents or such shorter period as may be reasonably acceptable is otherwise materially prejudicial to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as interests of the date of Secured Parties under the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestFinance Documents.

Guarantors. (a) Within fifteen In the event that (15i) Business Days after Borrower determines that certain Real Estate or other asset of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included in the calculation of Unencumbered Asset Value and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. (b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to the Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the same effect as if made at and as of that time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and that any Person becoming a Required Guarantorrepresentation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). In connection with the delivery of the Guaranty or such Joinder Agreement, the Borrower shall deliver to the Administrative Agent each of the following in form such organizational agreements, resolutions, consents, opinions and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, other documents and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, instruments as the case Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably require. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. The Company shall not permit any Guarantor to consolidate with or merge with or into, dissolve or liquidate voluntarily into, or (adirectly, or indirectly through one or more of its Subsidiaries) Within fifteen sell, lease or otherwise Dispose, in one transaction or a series of transactions, all or substantially all of the consolidated assets (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver other than to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: Company or another Guarantor) (A)(i) a “Guarantor Business Combination Event” together with respect to any owner of the Equity Interests of the Borrowera Company Business Combination Event, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii“Business Combination Event”) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.unless: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing resulting, surviving or transferee Person (the “Successor Guarantor”) either (x) is the Guarantor or (y) if not the Guarantor, is a corporation duly organized and existing under the laws of the jurisdiction of the Company or any of the Guarantors that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture pursuant to Section 8.01(B)) all of such Guarantor’s obligations under this Indenture, the Notes Security Documents to which it is a party, the Notes and its Guarantee (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 3.05); (ii) immediately after giving effect to such Guarantor Business Combination Event, no Default or Event of Default shall then will have occurred and be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation continuing; and (iii) before the effective time of any Guarantor Business Combination Event, the Company and the Guarantor, as applicable, will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the covenants contained in related supplemental indenture) comply with Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release6.01(B); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect all conditions precedent to such requestGuarantor Business Combination Event provided in this Indenture have been satisfied.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to Notify the Administrative Agent each at the time that any wholly owned Subsidiary of the following in form and substance reasonably satisfactory Borrower becomes a Regulated Entity, and, subject to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of proviso following Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however6.12(c), promptly thereafter (and in any event within fifteen 60 days after a Guaranty or Guaranty Joinder Agreement, as applicable, has been approved by all necessary action of all applicable Governmental Authorities), cause such Subsidiary to: (15a) Business Days) upon any Excluded Subsidiary ceasing to be subject to in the restriction which prevented it from case of the first Regulated Entity becoming a Guarantor on Guarantor, a Guaranty and thereafter for each additional Regulated Entity, a Guaranty Joinder Agreement duly executed by such Regulated Entity; (b) an opinion of counsel to each Person executing the Effective Date Guaranty or delivering an Accession Guaranty Joinder Agreement pursuant to this Section, Section 6.12 dated as of the case may be, date of delivery of such Subsidiary shall comply with the applicable provisions of agreements and other Loan Documents provided for in this Section. (b) The Borrower may request in writing that Section 6.12 and addressed to the Administrative Agent releaseand the Lenders, in form and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a); and (c) prior an opinion of counsel to each Person executing the requested date of release. Delivery by the Borrower Guaranty or Guaranty Joinder Agreement pursuant to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both this Section 6.12 dated as of the date of the giving delivery of such request applicable agreements and other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a). provided, notwithstanding the foregoing provisions of this Section 6.12, there shall be no obligation for any such Subsidiary to become a Guarantor and such Subsidiary shall not become a Guarantor unless (x) such Subsidiary, in accordance with all applicable Laws, may provide (i) such Guaranty or such Guaranty Joinder Agreement, as applicable, and (ii) a guarantee of the date obligations of the effectiveness Borrower pursuant to the Note Purchase Agreement and the Note Purchase Agreement Notes, in accordance with the terms of the Note Purchase Agreement (the “Note Purchase Guaranty”), (y) all necessary action of all applicable Governmental Authorities has occurred and is effective for such requestSubsidiary to provide (i) are true such Guaranty or such Guaranty Joinder Agreement, as applicable, and correct (ii) the Note Purchase Guaranty, and (z) substantially concurrent with respect such Subsidiary becoming a Guarantor, such Subsidiary shall also become a guarantor of the obligations of the Borrower pursuant to such requestthe Note Purchase Agreement and the Note Purchase Agreement Notes, pursuant to the execution and delivery of the Note Purchase Guaranty.

Guarantors. (a) Within fifteen (15) 10 Business Days after following the date on which any of the following conditions first applies to any Person becoming Subsidiary that is not a Required Guarantor, the Borrower shall cause such Subsidiary to execute and deliver an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit D) and the items specified in subsection (b) below: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower; or (ii) such Subsidiary (A) owns an Eligible Property or other asset the value of which is included in the determination of Unencumbered Pool Value and (B) has incurred, acquired or suffered to exist any Recourse Indebtedness. Notwithstanding anything to the Administrative Agent contrary in subsection (a)(i) above, none of the following Subsidiaries shall be required to become a Guarantor pursuant to the condition described in subsection (a)(i) above: (A) an Excluded Subsidiary of the type described in clause (a)(ii) of the definition of “Excluded Subsidiary” obligated in respect of a Guarantee of any Subsidiary Secured Indebtedness of the Subsidiary of which such Excluded Subsidiary is a direct or indirect owner; (B) an Excluded Subsidiary of the type described in clause (b) of the definition of “Excluded Subsidiary”; and (C) a Subsidiary obligated pursuant to a limited recourse Guarantee by such Subsidiary in respect of Indebtedness incurred or assumed by any other Subsidiary, whereby the liability of such Subsidiary is limited to fraud, misapplication of funds, environmental indemnities, non-compliance with “separateness covenant,” and other similar customary exceptions to nonrecourse liability (but not exceptions relating to non-collusive involuntary bankruptcy, insolvency, receivership or other similar events affecting the obligor of such Indebtedness) so long as none of the foregoing exceptions to nonrecourse liability actually exists. (b) On the date that any Accession Agreement or Guaranty is required to be delivered pursuant to subsection (a) above, the Borrower shall cause each Subsidiary that is required to become a Guarantor to deliver, in addition to the Accession Agreement or Guaranty to which it is a party, each of the following in form and substance reasonably satisfactory to the Administrative Agent: : (A)(ii) an opinion of counsel to such Subsidiary, addressed to the Administrative Agent and the Lenders; (ii) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each such Subsidiary certified as of a recent date by the Secretary of State of the state of formation of such Subsidiary; (iii) a certificate of good standing (or certificate of similar meaning) with respect to any owner each such Subsidiary issued as of a recent date by the Secretary of State of the Equity Interests state of formation of each such Subsidiary and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such Subsidiary is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (iv) a certificate of incumbency signed by the Borrower, a joinder Secretary or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Assistant Secretary (iior other individual performing similar functions) of each such Subsidiary with respect to any each of the officers of such Subsidiary an Accession Agreement executed authorized to execute and deliver the Loan Documents to which such Subsidiary is a party; (v) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each such Required Guarantor Subsidiary of (A) the by-laws of such Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; providedall corporate, howeverpartnership, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date member or delivering an Accession Agreement pursuant to this Section, as the case may be, other necessary action taken by such Subsidiary shall comply with to authorize the applicable provisions execution, delivery and performance of this Section.the Loan Documents to which it is a party; and (bvi) The Borrower may request in writing that such other documents, agreements and instruments as the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release or any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to Lender through the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such , may reasonably request.

Guarantors. The Borrower shall cause each of its Subsidiaries to guarantee pursuant to the Guaranty Agreement or supplement thereto (aor, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Administrative Agent) Within fifteen (15) Business Days after the date Secured Obligations. In furtherance of any Person becoming a Required Guarantorthe above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.45 days thereof) (bi) The Borrower may request in writing that provide written notice to the Administrative Agent releaseand the Lenders upon any Person becoming a Subsidiary, and upon receipt setting forth information in reasonable detail describing all of the assets of such request Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 6.27, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person to be delivered to the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor(together with undated stock powers signed in blank, so long as (iif applicable) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect and pledged to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10pursuant to an appropriate pledge agreement(s) Business Days in substantially the form of the Pledge and Security Agreement (or such shorter period as may be joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative AgentAgent and (iv) prior deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested date of release. Delivery by the Borrower Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent of any Agent. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such request shall constitute other guarantee agreement if such execution and delivery would cause a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Deemed Dividend Problem or a Financial Assistance Problem with respect to such requestForeign Subsidiary and, in lieu thereof, the Borrower and the relevant Subsidiaries shall provide the pledge agreements required under this Section 6.26 or Section 6.27. Notwithstanding the foregoing, so long as the EBITDA of FlexCrete Building Systems, L.C. for the most recently completed four fiscal quarter period does not exceed one percent (1%) of the Consolidated EBITDA for the Borrower and its Subsidiaries for the same period, the Borrower shall not be required to cause FlexCrete Building Systems, L.C. to guarantee the Secured Obligations.

Guarantors. (a) Within fifteen (15) Business Days after the date The Company will cause any Person that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Person becoming a Required Guarantor, the Borrower shall deliver Indebtedness under any Material Credit Facility to the Administrative Agent each of the following concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Person, on a joint and several basis with all other such Persons, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Guaranty Agreement”); and (ii) deliver the following to each holder of a Note: (A) an executed counterpart of such Guaranty; (B) a certificate signed by an authorized responsible officer of such Person containing representations and warranties on behalf of such Person to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (but with respect to such Person and such Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Person and the due authorization by all requisite action on the part of such Person of the execution and delivery of such Guaranty and the performance by such Person of its obligations thereunder; and (D) an opinion of counsel reasonably satisfactory to the Administrative Agent: Required Holders covering such matters relating to such Person and such Guaranty as the Required Holders may reasonably request. In addition to the foregoing, if the Bank Credit Agreement shall contain (A)(ior be amended to contain) with respect covenants, reporting obligations or events of default related to any owner such Bank Guarantor, then the Company shall deliver an amendment to this Agreement to add similar covenants, reporting obligations and events of default related to such Bank Guarantor for the benefit of the Equity Interests holders of the BorrowerNotes, a joinder and until such time as such amendment is delivered, this Agreement shall be deemed, without any action on the part of the parties hereto, to be amended to include such additional covenants, reporting obligations and events of default as if set forth herein in full. If the Bank Credit Agreement shall cease to contain such covenants, reporting obligations or events of default related to such Bank Guarantor, then the Company and the holders of the Notes shall deliver an amendment to the Parent Guaranty this Agreement to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyremove such similar covenants, reporting obligations and events of default related to such Bank Guarantor, and (ii) with respect to until such time as such amendment is delivered, this Agreement shall be deemed, without any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor action on the Agreement Date; providedpart of the parties hereto, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject amended to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Sectionexclude such covenants, reporting obligations and events of default as the case may be, such Subsidiary shall comply with the applicable provisions of this Sectionif set forth herein in full. (b) The Borrower may request in writing that At the Administrative Agent releaseelection of the Company and by written notice to each holder of Notes, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer has provided a Required GuarantorGuaranty under subparagraph (a) of this Section 9.8 may be discharged from all of its obligations and liabilities under its Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, so long as provided that (i) if such Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released and discharged concurrently with the Borrower shall certify in writing that release of such Guarantor under its Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then be due and payable under such Guaranty, (iv) if in existence connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or would occur as a result other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, including without limitation, a Default or Event of Default resulting from a violation of any the holders of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Notes shall receive equivalent consideration substantially concurrently therewith, and (iiv) the Administrative Agent each holder shall have received such written request at least ten (10) Business Days (or such shorter period a certificate of a Responsible Officer certifying as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in clauses (i) through (iv). In the preceding sentence (both as event of the date any such release, for purposes of the giving Section 10.1, all Indebtedness of such request and as of the date of the effectiveness of Subsidiary shall be deemed to have been incurred concurrently with such request) are true and correct with respect to such requestrelease.

Guarantors. 18.1. Each Guarantor: a Guarantees (ajointly and severally if more than one) Within fifteen (15) Business Days after repayment to Cabins to Rent of all amounts payable by the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement Hirer pursuant to this SectionAgreement, as and the case may be, such Subsidiary shall comply performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the applicable provisions Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Section. Agreement, or any other Guarantor; or iii Any concessions by ▇▇▇▇▇▇ to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (bas appropriate) The Borrower may request in writing of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Administrative Agent releaseGuarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result the Guarantor irrevocably waives any rights which the lack of such release, including without limitation, a Default or Event of Default resulting from a violation of any of that independent advice might otherwise have given the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestGuarantor.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required GuarantorSuch Obligor will take such action, the Borrower shall deliver to the Administrative Agent and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner generality of the foregoing, in the event that any Obligor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Material Subsidiary, or any Subsidiary shall become a Material Subsidiary (in each case, other than any Foreign Subsidiary, CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a Foreign Subsidiary), such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of the Borrower, a joinder or amendment each Foreign Subsidiary and CFC Holdco; (iii) to the Parent Guaranty to unconditionally guaranty extent that the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any parent of such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been is not a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject party to the restriction which prevented it from becoming Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a Guarantor on the Effective Date or delivering an Accession Agreement pledge agreement in favor of Administrative Agent, in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to this Section, Section 6.01 or as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrequested.

Guarantors. (a) Within fifteen (15) Business Days If any Subsidiary of a Loan Party is formed or acquired after the date of any Person becoming a Required GuarantorAgreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall deliver will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (or such later date as may be acceptable to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(iits sole discretion) with respect to any owner of the Equity Interests of the Borrowerand, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.date: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as will cause each such Subsidiary (other than an Excluded Subsidiary) to (A) execute and deliver a result of such release, including without limitation, Subsidiary Joinder Agreement and a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Perfection Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (iiB) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall have received reasonably request (it being understood that a pledge of Voting Equity Interests in any Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than 65% of the Voting Equity Interests of such written request at least ten (10) Business Days (Foreign Subsidiary or such shorter period as may be reasonably acceptable Foreign Subsidiary Holdco if a pledge of a greater percentage would result in material adverse tax consequences to the Administrative Agent) prior to the requested date of release. Delivery Borrower and its Subsidiaries (as reasonably determined by the Borrower in consultation with Administrative Agent)), (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower will cause such Equity Interests to be pledged pursuant to the Collateral Documents, to the extent required by the Collateral and Guarantee Requirement, not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than 65% of the Voting Equity Interests of such Subsidiary if a pledge of a greater percentage would result in material adverse tax consequences to the Borrower and its Subsidiaries (as reasonably determined by the Borrower in consultation with Administrative Agent)), (iii) the Borrower will cause each such Subsidiary to become a party to the Master Intercompany Note not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, and (iv) the Borrower will deliver or cause to be delivered to the Administrative Agent of any such request shall constitute certificates and legal opinions as would have been required had such Subsidiary been a representation by Guarantor on the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestClosing Date.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required GuarantorSuch Obligor will take such action, the Borrower shall deliver to the Administrative Agent and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of Holdings that are Material Subsidiaries (in each case, other than Foreign Subsidiaries, CFC Holdcos and Domestic Subsidiaries directly or indirectly wholly-owned by Foreign Subsidiaries) are “Guarantors” hereunder. Without limiting the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner generality of the foregoing, in the event that any Obligor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Material Subsidiary or any Subsidiary shall become a Material Subsidiary (in each case, other than any Foreign Subsidiary, CFC Holdco or Domestic Subsidiary directly or indirectly wholly-owned by a Foreign Subsidiary), such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, other than voting Equity Interests in excess of sixty-five percent (65%) of the voting Equity Interests of the Borrower, a joinder or amendment each Foreign Subsidiary and CFC Holdco; (iii) to the Parent Guaranty to unconditionally guaranty extent that the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any parent of such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been is not a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject party to the restriction which prevented it from becoming Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a Guarantor on pledge agreement in favor of Collateral Representative for the Effective Date or delivering an Accession Agreement benefit of Secured Parties, in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to this Section, Section 6.01 or as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent Majority Lenders shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrequested.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (vvi) through (xixiii) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iii) at least 100 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen one hundred twenty (15120) Business Days after the date days, unless extended by Administrative Agent in its sole discretion, of any Person becoming a Required GuarantorMaterial Subsidiary (other than an Excluded Subsidiary) after the Agreement Date or in connection with the addition of a Property to the Unencumbered Pool that is owned by a Subsidiary not already a Guarantor (or Borrower), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(iA) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (B) the items that would have been delivered under subsections (iv)(A), (v) through (xiviii), and (xiv) through (xvi), of Section 6.1.(a) and under Section 6.1.(e6.1(a) if such Person Subsidiary had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen one hundred twenty (15120) Business Daysdays, unless extended by Administrative Agent in its sole discretion) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Agreement Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. For the purpose of clarity, each Unencumbered Pool Property must be owned by a Guarantor or the Borrower, except during any period in which the owner of any Unencumbered Pool Property is not required to provide a Guaranty pursuant to Section 8.14(c), in which case such Unencumbered Pool Property need only be owned by a Subsidiary of the Borrower or the Borrower. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor does not own (or will not own as of such release) any Unencumbered Pool Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Pool Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a) or the last two sentences of the following subsection (c); (iii) no Default or Event of Default shall then be in existence exists or would occur as a result of such release, including including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. ; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on a pro forma basis after giving effect and as of such date except to the extent that such release)representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding anything to the contrary contained in this Section 8.14 above, if ▇▇▇▇▇▇ REIT obtains an Investment Grade Rating and for so long as ▇▇▇▇▇▇ REIT maintains an Investment Grade Rating, no Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) shall be required to become a Guarantor and any Material Subsidiary or owner of any Unencumbered Pool Property (or any other Subsidiary) that has provided a Guaranty that is eligible to be released from such Guaranty pursuant to clauses (iii), (iv) and (v) of the preceding subsection (b) may be released from the Guaranty (which, for avoidance of doubt, shall in no event include ▇▇▇▇▇▇ REIT), unless such Person provides a Guaranty to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty). In the event Borrower fails to maintain an Investment Grade Rating, then each Material Subsidiary (other than an Excluded Subsidiary) and each owner of any Unencumbered Pool Property that is not then a Guarantor shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of such failure. In the event a Material Subsidiary (other than an Excluded Subsidiary) or an owner of any Unencumbered Pool Property that is not then a Guarantor provides a Guaranty to a Person other than to Administrative Agent, for the benefit of the Guarantied Parties (as defined in the Guaranty), then such Material Subsidiary and/or owner of any Unencumbered Pool Property, as applicable, shall comply with all the terms and conditions of Section 8.14(a) above within thirty (30) days of executing such third party Guaranty.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to Notify the Administrative Agent each at the time that any wholly owned Subsidiary of the following in form and substance reasonably satisfactory Borrower becomes a Regulated Entity, and, subject to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of proviso following Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however6.12(c), promptly thereafter (and in any event within fifteen 60 days after a Guaranty or Guaranty Joinder Agreement, as applicable, has been approved by all necessary action of all applicable Governmental Authorities), cause such Subsidiary to: (15a) Business Days) upon any Excluded Subsidiary ceasing to be subject to in the restriction which prevented it from case of the first Regulated Entity becoming a Guarantor on Guarantor, a Guaranty and thereafter for each additional Regulated Entity, a Guaranty Joinder Agreement duly executed by such Regulated Entity; (b) an opinion of counsel to each Person executing the Effective Date Guaranty or delivering an Accession Guaranty Joinder Agreement pursuant to this Section, Section 6.12 dated as of the case may be, date of delivery of such Subsidiary shall comply with the applicable provisions of agreements and other Loan Documents provided for in this Section. (b) The Borrower may request in writing that Section 6.12 and addressed to the Administrative Agent releaseand the Lenders, in form and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a); and (c) prior with respect to each Person executing any Guaranty or Guaranty Joinder Agreement pursuant to this Section 6.12, current copies of the requested date Organization Documents of release. Delivery each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the board of directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 6.12, all certified by the Borrower to applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; provided, notwithstanding the foregoing provisions of this Section 6.12, there shall be no obligation for any such request Subsidiary to become a Guarantor and such Subsidiary shall constitute not become a representation by Guarantor unless (x) such Subsidiary, in accordance with all applicable Laws, may provide (i) such Guaranty or such Guaranty Joinder Agreement, as applicable, and (ii) a guarantee of the obligations of the Borrower that pursuant to the matters set forth Note Purchase Agreement and the Note Purchase Agreement Notes, in accordance with the preceding sentence (both as terms of the date Note Purchase Agreement (the “Note Purchase Guaranty”), (y) all necessary action of all applicable Governmental Authorities has occurred and is effective for such Subsidiary to provide (i) such Guaranty or such Guaranty Joinder Agreement, as applicable, and (ii) the Note Purchase Guaranty, and (z) substantially concurrent with such Subsidiary becoming a Guarantor, such Subsidiary shall also become a guarantor of the giving of such request and as obligations of the date Borrower pursuant to the Note Purchase Agreement and the Note Purchase Agreement Notes, pursuant to the execution and delivery of the effectiveness of such request) are true and correct with respect to such requestNote Purchase Guaranty.”

Guarantors. (a) Within fifteen Subject to Section 6.17(b), within 30 days (15or such longer period as the Administrative Agent may agree to in its sole discretion) Business Days following the formation or acquisition of any direct or indirect Domestic Subsidiary after the date of any Person becoming a Required GuarantorRestatement Date, in each case other than Excluded Subsidiaries, the Borrower Credit Parties, as appropriate, shall deliver cause such new Domestic Subsidiary to provide to the Administrative Agent each Agent, for the benefit of the following Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Joinder Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor and as a Credit Party under this Agreement, and, at all times other than during a Collateral Fall Away Period, a supplement to the Security Agreement and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to any such Subsidiary an Accession Agreement formation and the execution and delivery of the applicable documentation referred to above, all documentation requested by the Lenders to comply with their “know your customer” obligations under the USA Patriot Act or otherwise imposed pursuant to anti-money laundering rules and regulations. Any document, agreement or instrument executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement issued pursuant to this Section, as the case may be, such Subsidiary Section 6.17 shall comply with the applicable provisions be a “Loan Document” for purposes of this SectionAgreement. (b) The Immaterial Subsidiaries shall not be required to become Credit Parties pursuant to Section 6.17(a), provided, that if the assets of all such Immaterial Subsidiaries and all Excluded Subsidiaries at any time of determination exceeds 10% of Consolidated Tangible Assets at the end of the most recently ended fiscal quarter, then the Borrower may request in writing that the Administrative Agent releaseshall, and upon receipt shall cause their Subsidiaries to, cause such number of such request Immaterial Subsidiaries to become Credit Parties in accordance with Section 6.17(a) as is necessary to cause the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) matters described in the Borrower shall certify in writing that no Default or Event of Default shall then proviso above to cease to be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis true after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute Immaterial Subsidiary’s becoming a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestCredit Party.

Guarantors. (a) Within fifteen On the Amendment and Restatement Effective Date, the Company shall cause each of its Subsidiaries (15other than Excluded Foreign Subsidiaries) Business Days after the that is or is required as of such date to be a borrower, issuer or guarantor in respect of any Person becoming a Required Guarantorof the Existing Notes, the Borrower Notes, the Term Loan Facility, the Bridge Facility or any other senior Indebtedness for borrowed money of the Company to become a Guarantor hereunder by delivering an executed counterpart of this Agreement. (b) Subject to paragraph (a) above, if, at any time following the Amendment and Restatement Effective Date, any Subsidiary of the Company (other than an Excluded Foreign Subsidiary) either becomes or becomes required to be a borrower, issuer or guarantor in respect of any of the Existing Notes, the Notes, the Term Loan Facility, the Bridge Facility, any other senior Indebtedness for borrowed money of the Company, any Surviving Jarden Senior Notes, any Jarden Convertible Notes (in each case to the extent then outstanding) or any other Indebtedness for borrowed money of Jarden or its subsidiaries in a principal amount in excess of $125,000,000, then in each case the Company shall deliver cause such Person to become a Guarantor hereunder by delivering an executed counterpart of a Guarantor Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent each within ten (10) Business Days following such occurrence (or such longer time period agreed to by the Administrative Agent in its reasonable discretion) (it being understood that such Guarantor Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.01(c)). If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the following Company in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with Agent in respect to any owner of matters reasonably requested by the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect Administrative Agent relating to any such Subsidiary an Accession Guarantor Joinder Agreement executed by such Required Guarantor and (B) the items that would have been or comparable guaranty documentation delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this SectionSection 5.10, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both dated as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestGuarantor Joinder Agreement or comparable guaranty documentation.

Guarantors. (a) Within fifteen (15) Business Days after It is understood and agreed by Borrower that Guarantor is in no way whatsoever released from their Guaranty Agreements by this Agreement, as Lender has the date of right, but not the obligation, at any Person becoming a Required time and from time to time, without prejudice to any claim against Guarantor, the Borrower shall deliver and without notice to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event to enter into this Agreement without waiving any of Default shall then be in existence or would occur as a result of such releaseLender’s rights against Guarantor, including without limitation, a Default to collect from Guarantor any and all deficiencies on the Indebtedness as determined by Lender in its sole discretion. Borrower also acknowledges and agrees that the Guaranty Agreements signed by the Guarantor contain guaranties of payment, under which Lender at its sole discretion may elect to pursue remedies for collection of debt or Event of Default resulting from a violation deficiencies of any obligations owed by Borrower or Guarantors, jointly or severally at any time upon default, and Lender may make determinations in its sole discretion whether to seek collection of any amount of the covenants contained in Section 10.1Indebtedness from one or all obligors, whether Borrower or Guarantor. EXECUTED as of the Effective Date. By: /s/ L▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: L▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Interim Chief Executive Officer By: /s/ B▇▇▇▇▇▇▇ De La G▇▇▇▇ STATE OF OKLAHOMA § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF OKFUSKEE § This Assignment of Production Payment (the “Assignment”), dated as evidenced of August 1, 2018 the (“Effective Date”), is by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such releaseand among N&B ENERGY, LLC, whose address is [________________] (“Assignor”); and CE Operating, LLC, whose address is 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (ii“CE Operating”) or CE Operating’s designee (collectively, “Assignee”). Assignor and Assignee are collectively the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request“Parties”.

Guarantors. (a) Within fifteen (15) Business Days after Notwithstanding anything to the date of any Person becoming a Required contrary in this Agreement, each Guarantor, jointly and severally, hereby agrees to guarantee in full all duties and obligations of Sellers in this Agreement (including the Borrower shall deliver indemnification obligations of Sellers under this Article 8, on the terms and subject to the Administrative Agent each of the following conditions, limitations and other provisions set forth in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) this Article 8 with respect to any owner such indemnification obligations of Sellers) (the Equity Interests “Guaranteed Seller Obligations”). The obligations of the Borrower, each Guarantor under this Section 8.07 shall constitute a joinder or amendment to the Parent Guaranty to unconditionally present and continuing guaranty of payment and performance and not merely of collectability. Each Guarantor agrees that the Guaranteed Seller Obligations hereunder will not be discharged except by complete performance or payment of such Guaranteed Seller Obligations and will not be discharged, affected, or impaired in their entiretyany way, and (ii) with respect or subject to any such Subsidiary an Accession Agreement executed defense, set-off, deduction, or counterclaim whatsoever, by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as reason of: (i) any failure on the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation part of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail Buyers or any of such covenants on a pro forma basis after giving effect their respective Affiliates and Representatives to such release)timely assert any claim or demand or to enforce any right or remedy against any Seller; and (ii) any change in the Administrative Agent shall have received such written request at least ten time (10including any extension of the time), place or manner of payment or performance of any of the Guaranteed Seller Obligations or any amendment or modification to, or waiver under, this Agreement; (iii) Business Days (or such shorter period any discharge of any obligation of any of the Buyers arising out of any applicable Action seeking the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery limited by the Borrower to availability of specific performance and the Administrative Agent application of equitable principles, against any Seller; (iv) any change in the corporate existence, structure, or ownership of any such request shall constitute a representation by the Borrower that the matters set forth Seller, Guarantor or any other Person interested in the preceding sentence transactions contemplated by this Agreement; or (both as v) the adequacy of any other means any of the date Buyers may have of obtaining payment or performance of any of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestGuaranteed Seller Obligations.

Guarantors. The Borrower shall cause each of its Restricted Subsidiaries (aother than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group) Within fifteen to guarantee pursuant to the Guaranty Agreement or supplement thereto (15or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Administrative Agent) Business Days the Secured Obligations. In furtherance of the above, after the date formation or acquisition of any Restricted Subsidiary or a Subsidiary Redesignation, the Borrower shall promptly (and in any event upon (i) provide written notice to the Administrative Agent and the Lenders upon any Person becoming a Required GuarantorRestricted Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person, (ii) cause such Person (other than any member of the Propel Group and any Immaterial Subsidiary) to execute a supplement to the Guaranty Agreement and such other Collateral Documents as are necessary for the Borrower shall deliver and its Subsidiaries to comply with Section 5.11, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent each and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the following documentation referred to above), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent: . Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (A)(ior supplement thereto) or such other guaranty agreement if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and the relevant Restricted Subsidiaries shall provide the pledge agreements required under this Section 5.10 or Section 5.11. Notwithstanding the foregoing, the Borrower will be required to comply with this Section (x) with respect to any owner Subsidiaries of Propel Acquisition LLC to the extent that the provisions of the Equity Interests Propel Indebtedness no longer prohibits the guaranty of the Borrower, a joinder Obligations or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder granting of security in their entirety, respect thereto and (iiy) with respect to any such Immaterial Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing it ceases to be subject to an Immaterial Subsidiary under the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any terms of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestdefinition thereof.

Guarantors. (a) Within fifteen The Parent shall ensure that at all times: (15i) Business Days after each member of the date of any Person becoming Group that is a Required Guarantor, the Borrower shall deliver Material Company is a party to this Agreement as a Guarantor or has acceded to this Agreement as an Additional Guarantor (but excluding at all times Frigoglass India Private Ltd.) in accordance with Clause 21 (Changes to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Obligors); (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor the aggregate of earnings before interest, tax, depreciation and amortisation (Bcalculated on the same basis as EBITDA) of the Guarantors represents not less than 85 per cent. of the Group's EBITDA; and (iii) the aggregate gross assets of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-group items that would have been delivered under subsections (vand investments in Subsidiaries of any member of the Group) through (xi) represents not less than 75 per cent. of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on consolidated gross assets of the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionGroup. (b) The Borrower may request Parent need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in writing personal liability for that person's directors or other management. Each Obligor must use, and must procure that the Administrative relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Note Agent release, may (but shall not be obliged to) agree to such a limit if such limit is also included on identical terms and upon receipt of such request at the Administrative Agent same time to the corresponding provisions under the First Lien Facilities Agreement. (c) Compliance with the conditions set out in this clause shall release any Guarantor that is no longer a Required Guarantor, so long as (i) be determined by reference to the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any latest audited financial statements of the covenants contained relevant member of the Group (consolidated in Section 10.1the case of each member of the Group which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a member of the Group has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that member of the Group (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery that adjustment being certified by the Borrower to Parent's Auditors as representing an accurate reflection of the Administrative Agent revised EBITDA or gross assets of any such request shall constitute a representation the Group). (d) A report by the Borrower Parent's Auditors that a member of the matters set forth Group is or is not a Material Company shall, in the preceding sentence (both as absence of the date of the giving of such request manifest error, be conclusive and as of the date of the effectiveness of such request) are true and correct with respect to such request.binding on all Parties

Guarantors. The Company shall cause each of its Restricted Subsidiaries (aother than Immaterial Subsidiaries) Within fifteen to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (15or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Required Holders) Business Days the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the date formation or acquisition of any Person becoming Restricted Subsidiary or the occurrence of a Required GuarantorSubsidiary Redesignation, the Borrower Company shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event upon the earlier of (x) such time as such Restricted Subsidiary becomes a guarantor, co-borrower or other obligor under the Credit Agreement and (y) within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date 45 days after such formation or delivering an Accession Agreement pursuant to this Section, as the case may be, acquisition or such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as Redesignation): (i) provide written notice to the Borrower shall certify in writing that no Default or Event holders of Default shall then be in existence or would occur as Notes upon any Person becoming a result of such releaseSubsidiary, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation setting forth information in reasonable detail describing all of the assets of such covenants on a pro forma basis after giving effect to such release)Person; and (ii) cause such Person (other than any Immaterial Subsidiary) to execute a supplement or counterpart to the Administrative Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent shall have received such written request at least ten (10together with undated stock powers signed in blank, if applicable) Business Days and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or such shorter period as may be joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative AgentRequired Holders; and (iv) prior deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including certified resolutions and other authority documents of such Person and, to the extent requested date of release. Delivery by the Borrower Required Holders, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent of any Required Holders. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such request shall constitute other guaranty agreement if such execution and delivery would cause a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Deemed Dividend Problem or a Financial Assistance Problem with respect to such requestForeign Subsidiary and, in lieu thereof, the Company and the relevant Restricted Subsidiaries shall provide the pledge agreements required under this Section 9.7 or Section 9.8. Notwithstanding the foregoing, the Company will be required to comply with this Section 9.7 with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.

Guarantors. (a) Within fifteen The Parent shall cause (15i) Business Days each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the form of a debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), that is Guaranteed by any Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of any Borrower and (iii) on and after the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to become a party to the Guaranty as a Guarantor within 30 days of the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by any Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each (or such longer period of the following in form and substance reasonably satisfactory time as is acceptable to the Administrative Agent: ). In the event a Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Parent may provide written notice certifying to the occurrence of such event (A)(i) with respect to any owner which notice and certification may be provided in advance of the Equity Interests occurrence of the Borrower, a joinder or amendment such event) to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAdministrative Agent, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, whereupon such Subsidiary shall comply with automatically be released from the applicable Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this SectionSection 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) The Borrower may request Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). ▇▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in writing any event prior to the occurrence of the ▇▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: (ii) mean receipt by ▇▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of ▇▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been fulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (iii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to ▇▇▇▇▇▇ or the Administrative Agent, the Parent and the Administrative Agent releasewill discuss in good faith with ▇▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, and without any binding obligation to agree on any commitments. (iv) Once the Consultation Condition has been satisfied in accordance with the above, the Parent will, upon receipt of such request becoming aware thereof, promptly provide the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such with written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestconfirmation thereof.

Guarantors. (a) Within fifteen (15) 5 Business Days after days following the date on which any of the following conditions applies to any Person becoming Subsidiary or Unconsolidated Affiliate that is not already a Required Guarantor, the Parent and the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viii) through (xivii) of Section 6.1.(a5.1.(a) and under Section 6.1.(e) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request if such Person Subsidiary or Unconsolidated Affiliate had been a Required Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; provided(2) the Borrower; (3) any other Subsidiary of the Parent, howeverthe Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, promptly or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (and y) in any event within fifteen (15) Business Days) upon any the case of an Excluded Subsidiary ceasing Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to be subject to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionUnencumbered Asset Value. (b) The Borrower may request in writing that the Administrative Agent releaserelease a Guarantor from the Guaranty, and upon receipt of such written request by the Administrative Agent Agent, such Guarantor shall release be automatically released from the Guaranty without the need for the execution or delivery of any Guarantor that is no longer a Required Guarantor, other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Borrower shall certify Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (other than a Guarantor in writing respect of the Existing Credit Agreement or Existing Term Loan Agreement that will be released and discharged thereunder substantially simultaneously with the release of such Guarantor in respect of this Agreement); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release)9.1.; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (representations and warranties made or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the Administrative Agent case of any such request shall constitute a representation or warranty qualified by the Borrower that the matters set forth materiality, in the preceding sentence (both as of the date of the giving of which case such request representation or warranty shall be true and correct in all respects) on and as of the date of such release with the effectiveness same force and effect as if made on and as of such request) are date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct with respect to in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such requestrepresentation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents.

Guarantors. (a) Within fifteen Except as set forth in Section 5.09(b), (15i) Business Days after if an Eligible Foreign Subsidiary is designated as a Foreign Subsidiary Borrower pursuant to Section 2.23, contemporaneously with the date of deliveries required to be furnished to the Administrative Agent pursuant to Section 4.03, and (ii) if any Person becoming becomes a Required GuarantorSubsidiary of MK Holdings or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a Guarantor pursuant to the definition of “Material Subsidiary”, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) thereof, (A) solely in the case of clause (ii) above, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail as to whether such Subsidiary is a Material Subsidiary and (B) in each case, the Company shall cause each such Foreign Subsidiary Borrower shall or each such Subsidiary which qualifies as a Material Subsidiary to deliver to the Administrative Agent each (1) (x) a joinder to the Guaranty described in clause (a) of the following definition of “Guaranty” (in the form contemplated thereby) pursuant to which such Foreign Subsidiary Borrower or Subsidiary, as applicable, agrees to be bound by the terms and provisions thereof or (y) if such Subsidiary is a Foreign Subsidiary and local counsel advises the Administrative Agent that such Guaranty is not effective under the laws of such Foreign Subsidiary’s jurisdiction of organization to provide a guarantee of the Obligations by such Foreign Subsidiary with substantially the substance and scope as contemplated by the terms of such Guaranty, a Guaranty described in clause (b) of the definition of “Guaranty” that is governed by the laws of such Foreign Subsidiary’s jurisdiction of organization, in form and substance reasonably satisfactory to the Administrative Agent: , and (A)(i2) with respect to any owner the extent not appropriately included in the documentation described in the preceding clause (1) or in documentation required by Sections 2.23 and 4.03 (in the case of the Equity Interests of the a Material Subsidiary that is a Foreign Subsidiary Borrower), a joinder or amendment to this Agreement pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof, in any such case, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Parent Guaranty Administrative Agent and its counsel. (i) No Subsidiary that is a CFC or a CFC Holding Company shall be required to unconditionally guaranty guarantee (or if already a Guarantor, shall be required to continue to guarantee) (1) any Obligations of any Domestic Subsidiary or (2) any Obligations of another Loan Party to the Guaranteed extent and in respect of such Loan Party’s guarantee of the Obligations hereunder in their entirety, of any Domestic Subsidiary and (ii) with respect no Subsidiary shall be required to any become (or if already a Guarantor, shall be required to continue as) a Guarantor to the extent (x) such Subsidiary an Accession Agreement executed is prohibited by applicable law, rule or regulation from guaranteeing the Obligations or which would require governmental or regulatory consent, approval, license or authorization to provide such Required Guarantor and guaranty (Bunless such consent, approval, license or authorization has been received), (y) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with is a non-wholly owned Subsidiary and is prohibited by its organizational documents or applicable equity holder agreement from guaranteeing the applicable provisions Obligations or which would require the consent or approval of this Section. an equity holder (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default other than MK Holdings or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. its wholly owned Subsidiaries) to provide such guaranty (as evidenced by a Compliance Certificate showing calculation in reasonable detail of unless such covenants on a pro forma basis after giving effect to such release); and consent or approval has been received) or (iiz) the Administrative Agent shall have received determines that the cost or other consequence of such written request at least ten (10) Business Days (or Subsidiary providing such shorter period as may be reasonably acceptable a guarantee is excessive in relation to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestvalue afforded thereby.

Guarantors. (a) Within fifteen If during any fiscal quarter, by way of Division or otherwise, (15i) Business Days after a Subsidiary that should be a Parent Guarantor is organized or acquired or (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any Person becoming a Required Guarantorsuch Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each of the following case in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAgent and its counsel, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, other documentation as the case Administrative Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, other than any Parent Guarantor, from the Guaranty so long as as: (i) [reserved]; (ii) such Guarantor is not required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Loan Documents.

Guarantors. (a) Within fifteen (15) Business Days Any time after the date Effective Date, Borrower may cause any of any Person becoming a Required Guarantor, its Subsidiaries to guarantee the Obligations of Borrower shall deliver hereunder by delivering to Administrative Agent an Assumption Agreement to the Administrative Agent each of the following Guarantee Agreement, in form and substance reasonably satisfactory set forth on Annex 1 to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, Guarantee Agreement and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required proposed Guarantor. If, at any time following the Effective Date, a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the restriction which prevented it Obligations shall be automatically released and such Guarantor shall be automatically released from becoming its obligations under the Guarantee Agreement. In addition, if ▇▇▇▇▇▇▇▇ elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions Responsible Officer of this Section. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be in existence or would occur automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such release, including without limitation, a Default or Event of Default resulting Guarantor is simultaneously released from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail its guarantee of such covenants on a pro forma basis after giving effect to such release); and (ii) the Material Debt. Administrative Agent shall have received execute such written documents as ▇▇▇▇▇▇▇▇ shall reasonably request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to evidence the Administrative Agent) prior to the requested date of release. Delivery release contemplated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section 6.10.

Guarantors. (a) Within fifteen If, during any fiscal quarter, (15i) Business Days after the date of any Person becoming becomes a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: Material Subsidiary (A)(i) with respect to any owner of the Equity Interests of the Borrowerother than an Excluded Subsidiary, a joinder Foreign Subsidiary or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) or (ii) with respect to any such Material Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower shall cause such Material Subsidiary to deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (y) an Accession Agreement executed by such Subsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(e) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. As provided in Section 4.1.(d), a Property that is to become an Unencumbered Property and that is owned by a Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time as the case may be, such Subsidiary Administrative Agent shall comply with have received the applicable provisions of this Sectionitems referred to in Section 4.1.(d). (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (other than the Parent) from the Guaranty so long as as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. .; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative AgentAgent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) Within fifteen execute (15) Business Days after or cause the date of any Person becoming a Required Guarantor, Subsidiary that is the Borrower shall deliver to the Administrative Agent each holder of the following equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent: , together with such supporting documentation (A)(iincluding authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, any owner Guarantor that does not pass the Material Subsidiary Test and is not an obligor in respect of the Equity Interests Senior Notes may be released from the Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the BorrowerSenior Notes and include calculations and other supporting information sufficient, a joinder or amendment in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Parent Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Guarantor subject of such notice shall automatically be deemed removed from the Guaranty to unconditionally guaranty thirty (30) days after the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any Administrative Agent’s receipt of such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Test and is not an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the Material Subsidiary Test and upon is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Foreign Subsidiary subject of such notice shall automatically be deemed released from the pledge agreement thirty (30) days after the Administrative Agent’s receipt of such request written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall release return any Guarantor pledged equity interests to the Borrower (or the Subsidiary that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any holder of the covenants contained equity interests in Section 10.1. (as evidenced such Foreign Subsidiary) to the extent such equity interests were held by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received and also release any liens filed against such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestequity interests.

Guarantors. (a) Within fifteen If, during any fiscal quarter, (15i) Business Days after the date of any Person becoming becomes a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: Material Subsidiary (A)(i) with respect to any owner of the Equity Interests of the Borrowerother than an Excluded Subsidiary, a joinder Foreign Subsidiary or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyany Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary), and (ii) with respect to any such Material Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this SectionSection or (iii) any Person provides a Guaranty of the Senior Notes, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower shall cause such Material Subsidiary to deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (y) an Accession Agreement executed by such Subsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(f) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. As provided in Section 4.1.(d), a Property that is to become an Unencumbered Property and that is owned by a ​ Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time as the case may be, such Subsidiary Administrative Agent shall comply with have received the applicable provisions of this Section.items referred to in Section 4.1.(d). ​ (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (other than the Parent) from the Guaranty so long as as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. .; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative AgentAgent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.. ​

Guarantors. (a) Within fifteen The BorrowerParent shall cause (15i) Business Days each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the form of a debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), that is Guaranteed by theany Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of theany Borrower and (iii) on and after the date of any Person becoming ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to become a Required Guarantor, the Borrower shall deliver party to the Administrative Agent each Guaranty as a Guarantor within 30 days of the following in form and substance reasonably satisfactory date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by theany Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, of theany Borrower (or such longer period of time as is acceptable to the Administrative Agent: ). In the event a Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the BorrowerParent may provide written notice certifying to the occurrence of such event (A)(i) with respect to any owner which notice and certification may be provided in advance of the Equity Interests occurrence of the Borrower, a joinder or amendment such event) to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAdministrative Agent, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, whereupon such Subsidiary shall comply with automatically be released from the applicable Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this SectionSection 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) The Borrower may request Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). ▇▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in writing any event prior to the occurrence of the ▇▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: mean receipt by ▇▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of ▇▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been fulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to ▇▇▇▇▇▇ or the Administrative Agent, the BorrowerParent and the Administrative Agent releasewill discuss in good faith with ▇▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council’s advice or concerns, and without any binding obligation to agree on any commitments. (iii) Once the Consultation Condition has been satisfied in accordance with the above, the BorrowerParent will, upon receipt of such request becoming aware thereof, promptly provide the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such with written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestconfirmation thereof.

Guarantors. (a) Within fifteen If during any fiscal quarter, by way of Division or otherwise, (15i) Business Days after a Subsidiary that should be a Parent Guarantor is organized or acquired or (ii) subject to clause (y) of the proviso to the definition of “Guarantor”, a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any Person becoming a Required Guarantorsuch Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter) (or, in each case, such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Guarantor on the Effective Date, in each of the following case in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAgent and its counsel, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, other documentation as the case Administrative Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, other than any Parent Guarantor, from the Guaranty so long as as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Eligible Property, (2) has ceased to be a Subsidiary of the Borrower shall certify REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary, (3) has ceased to be a borrower or a guarantor of, or otherwise obligated to make any payment in writing that respect of, any Unsecured Indebtedness or (4) is not required to be a Guarantor due to clause (y) of the proviso to the definition of “Guarantor”; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Loan Documents.

Guarantors. (a) Within fifteen ten (1510) Business Days after following the date on which any of the following conditions first applies to any Person becoming Subsidiary of a Required Borrower (other than another Borrower) that is not already a Guarantor, the Borrower Representative shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to a Guaranty, substantially in the form of Exhibit H, or, if such Guaranty has been previously executed, an Accession Agreement (or if at any owner such time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyExhibit H) executed by such Subsidiary, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (vSection 5.1.(a)(iv) through (xi) of Section 6.1.(aa)(viii) and under Section 6.1.(e5.1.(a)(xii) if had any such Person had Subsidiary been a Required Guarantor on the Agreement Date; provided, however, promptly (and with each reference to “Agreement Date” in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing such subsections deemed to be subject a reference to the restriction which prevented it from becoming a Guarantor on date the Effective Date or delivering an Accession Agreement pursuant referenced in the immediately preceding clause (i) is delivered to this Section, as the case may be, Agent: (A) such Subsidiary shall comply with Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the applicable provisions Trust, a Borrower or any Subsidiary of this Sectionthe Trust or a Borrower; or (B) (i) such Subsidiary owns an Eligible Unencumbered Property and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness. (b) The Borrower Representative may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor is not required to be a party to the Borrower shall certify Guaranty under the immediately preceding subsection (a) (including by reason of a transfer of all of the Equity Interests of a Guarantor permitted by Section 9.7. that results in writing that such Guarantor no longer being a Subsidiary); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 5 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower Representative to the Administrative Agent of any such request shall constitute a representation by the each Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. The Company shall not permit any Guarantor to consolidate with or merge with or into, dissolve or liquidate voluntarily into, or (adirectly, or indirectly through one or more of its Subsidiaries) Within fifteen sell, lease or otherwise Dispose, in one transaction or a series of transactions, all or substantially all of the consolidated assets (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver other than to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: Company or another Guarantor) (A)(i) a “Guarantor Business Combination Event” together with respect to any owner of the Equity Interests of the Borrowera Company Business Combination Event, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii“Business Combination Event”) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.unless: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing resulting, surviving or transferee Person (the “Successor Guarantor”) either (x) is the Guarantor or (y) if not the Guarantor, is a corporation duly organized and existing under the laws of the jurisdiction of the Company or any of the Guarantors that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture pursuant to Section 8.01(B)) all of such Guarantor’s obligations under this Indenture, the Security Documents to which it is a party, the Notes and its Guarantee (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 3.05); (ii) immediately after giving effect to such Guarantor Business Combination Event, no Default or Event of Default shall then will have occurred and be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation continuing; and (iii) before the effective time of any Guarantor Business Combination Event, the Company and the Guarantor, as applicable, will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the covenants contained in related supplemental indenture) comply with Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release6.01(B); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect all conditions precedent to such requestGuarantor Business Combination Event provided in this Indenture have been satisfied.

Guarantors. The Company shall cause each of its Subsidiaries (aother than the Excluded Subsidiaries, Immaterial Subsidiaries and each member of the Propel Group)) Within fifteen to guarantee pursuant to the Multiparty Guaranty or supplement or counterpart thereto (15or, in the case of a Foreign Subsidiary, any other guaranty agreement requested by the Required Holders) Business Days the obligations of the Company evidenced by the Notes and under the other Transaction Documents. In furtherance of the above, after the date formation or acquisition of any Person becoming a Required Guarantor, Subsidiary the Borrower Company shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen upon the earlier of (15x) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, such time as the case may be, such Subsidiary shall comply with becomes a guarantor, co-borrower or other obligor under the applicable provisions of this Section. Credit Agreement and (by) The Borrower may request in writing that the Administrative Agent release, and upon receipt of within 45 days after such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as formation or acquisition): (i) provide written notice to the Borrower shall certify in writing that no Default or Event holders of Default shall then be in existence or would occur as Notes upon any Person becoming a result of such releaseSubsidiary, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation setting forth information in reasonable detail describing all of the assets of such covenants on a pro forma basis after giving effect to such release)Person; and (ii) cause such Person (other than any Excluded Subsidiary, Immaterial Subsidiary and member of the Administrative Propel Group) to execute a supplement or counterpart to the Multiparty Guaranty and such other Collateral Documents as are necessary for the Company and its Subsidiaries to comply with Section 9.8; (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary to be delivered to the Collateral Agent shall have received such written request at least ten (10together with undated stock powers signed in blank, if applicable) Business Days and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or such shorter period as may be joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative AgentRequired Holders; and (iv) prior deliver such other documentation as the Required Holders may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent requested date of release. Delivery by the Borrower Required Holders, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent of any Required Holders. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to execute and deliver the Multiparty Guaranty (or supplement thereto) or such request shall constitute other guaranty agreement if such execution and delivery would cause a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Deemed Dividend Problem or a Financial Assistance Problem with respect to such requestForeign Subsidiary and, in lieu thereof, the Company and the relevant Subsidiaries shall provide the pledge agreements required under this Section 9.7 or Section 9.8. Notwithstanding the foregoing, the Company will be required to comply with this Section 9.7 (a) with respect to any member of the Propel Group to the extent that the provisions of the Propel Indebtedness no longer prohibits the guaranty of the obligations evidenced by the Notes or the granting of security with respect thereto, and (b) with respect to any Immaterial Subsidiary if it ceases to be an Immaterial Subsidiary under the terms of the definition thereof.” (g) Section 9.8 is amended to delete the reference to “its counsel” in the last sentence thereof and to replace such reference with “counsel to the holders of the Notes.” (h) Section 9.9 is amended and restated, as follows:

Guarantors. (a) Within fifteen (15) Business Days after the date The Company will cause each Subsidiary that is or becomes a borrower or guarantor under or in respect of any Person Principal Credit Facility to become a Guarantor, prior to or concurrently with so becoming a Required borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), at the Borrower shall Company’s expense, to execute and/or deliver to each holder of Notes, to the Administrative Agent each extent not prohibited by applicable law: (i) (A) a Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or a Joinder Agreement to such Guaranty Agreement in substantially the following form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Administrative Agent: Required Holders; (A)(iii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to any owner the Subsidiary Guaranty executed by such Guarantor, which opinion may be subject to customary qualifications and limitations, to the effect that: (A) the applicable Subsidiary Guaranty has been duly executed and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the execution, delivery and performance by the Guarantor of the Equity Interests Subsidiary Guaranty will not (1) contravene, result in any breach of, or constitute a default under any corporate charter or by-laws or similar organizational documents of such Guarantor, (2) conflict with or result in a breach of the Borrowerexpress terms or conditions of material Indebtedness of the Company or such Guarantor, a joinder or amendment (3) violate any provision of any Federal or state (which may be limited to the Parent Guaranty state(s) in which such counsel is admitted to unconditionally guaranty practice) statute or other rule or regulation. (b) Upon (i) delivery to the Guaranteed Obligations hereunder in their entiretyCompany of a consent executed by the Required Holders with respect to a Guarantor (but subject to the provisions of Section 17.2(c) hereof), and (ii) with respect to any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Subsidiary an Accession Agreement executed by such Required Guarantor and or a Permitted Joint Venture, or (Biii) the items that would have been delivered under subsections (v) through (xi) sale or disposition of Section 6.1.(a) and under Section 6.1.(e) if all the assets of such Person had been a Required Guarantor on the Agreement Date; providedGuarantor, howeverwhich sale, promptly (and exchange, transfer or disposition is made in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply compliance with the applicable provisions of this Section. Section 10.2 (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt but only if such Guarantor will not be a borrower or guarantor of such request the Administrative Agent shall release obligations outstanding under any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis Principal Credit Facility after giving effect to such releasetransaction); and , such Person shall automatically be released as a Guarantor under the Subsidiary Guaranty to which it is a party with effect from the date of such event under clause (i), (ii) the Administrative Agent shall have received such written request at least ten or (10) Business Days (or such shorter period iii), as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestapplicable.

Guarantors. (a) Within fifteen (15) Business Days after the date The Company will cause each Non-Regulated Subsidiary that is or becomes a borrower or guarantor under or in respect of any Person Principal Credit Facility to become a Guarantor, prior to or concurrently with so becoming a Required borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), at the Borrower shall Company’s expense, to execute and/or deliver to each holder of Notes, to the Administrative Agent each extent not prohibited by applicable law: (i) (A) a Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or a Joinder Agreement to such Guaranty Agreement in substantially the following form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Administrative Agent: Required Holders; (A)(iii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to any owner the Subsidiary Guaranty executed by such Guarantor, which opinion may be subject to customary qualifications and limitations, to the effect that: (A) the applicable Subsidiary Guaranty has been duly executed and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the execution, delivery and performance by the Guarantor of the Equity Interests Subsidiary Guaranty will not (1) contravene, result in any breach of, or constitute a default under any corporate charter or by-laws or similar organizational documents of such Guarantor, (2) conflict with or result in a breach of the Borrowerexpress terms or conditions of material Indebtedness of the Company or such Guarantor, a joinder or amendment (3) violate any provision of any Federal or state (which may be limited to the Parent Guaranty state(s) in which such counsel is admitted to unconditionally guaranty practice) statute or other rule or regulation. (b) Upon (i) delivery to the Guaranteed Obligations hereunder in their entiretyCompany of a consent executed by the Required Holders with respect to a Guarantor (but subject to the provisions of Section 17.2(c) hereof), and (ii) with respect to any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Non-Regulated Subsidiary an Accession Agreement executed by such Required Guarantor and or a Permitted Joint Venture, or (Biii) the items that would have been delivered under subsections (v) through (xi) sale or disposition of Section 6.1.(a) and under Section 6.1.(e) if all the assets of such Person had been a Required Guarantor on the Agreement Date; providedGuarantor, howeverwhich sale, promptly (and exchange, transfer or disposition is made in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply compliance with the applicable provisions of this Section. Section 10.2 (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt but only if such Guarantor will not be a borrower or guarantor of such request the Administrative Agent shall release obligations outstanding under any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis Principal Credit Facility after giving effect to such releasetransaction); and , such Person shall automatically be released as a Guarantor under the Subsidiary Guaranty to which it is a party with effect from the date of such event under clause (i), (ii) the Administrative Agent shall have received such written request at least ten or (10iii), as applicable. (c) Business Days (The Company will not cause or such shorter period as may be reasonably acceptable permit any Regulated Subsidiary to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent become a borrower or guarantor under or in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestPrincipal Credit Facility.

Guarantors. The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) created, acquired or existing on or after the Closing Date or any other Subsidiary which is otherwise required to become a guarantor under the Subordinated Indenture (as such term is defined in the FIL Credit Agreement), to become a Guarantor immediately and shall cause such Subsidiary to execute and deliver to the Agent for the benefit of the Agent and the Banks (a) Within fifteen a Guarantee and (15b) Business Days after further Security Documents or other instruments and documents as the date of any Person becoming a Required Guarantor, the Borrower shall deliver Agent may reasonably require in order to grant to the Administrative Agent each of the following a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect Agent to any owner of the Equity Interests of the Borrower, a joinder or amendment be delivered to the Parent Agent and the Banks opining as to the authorization, validity and enforceability of such Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Security Documents and (ii) with respect as to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (Bthe applicable Security Documents) the items that would have been delivered under subsections (v) through (xi) perfection of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Datesecurity interests; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming extent any Subsidiary is not permitted by applicable law or is otherwise impracticable to become a Guarantor on hereunder and/or grant to the Effective Date Agent a security interest in such Subsidiary's assets, such Subsidiary shall not be required to execute and deliver such Guarantee or delivering an Accession Agreement pursuant to this Sectionother Security Documents, as the case may be, and shall be considered an Excluded Subsidiary hereunder; and provided, further, to the extent the Borrower or any of its Subsidiaries forms a Subsidiary for the purpose of consummating a Permitted Acquisition (as such term is defined in the FIL Credit Agreement), to the extent such Subsidiary would otherwise be required to become a Guarantor hereunder, such Subsidiary shall comply with not be required to become a Guarantor hereunder or execute and deliver any Security Documents hereunder until the applicable provisions earlier to occur of this Section. (a) the consummation of the Permitted Acquisition or (b) The such Subsidiary has assets valued at more than $100,000 in the aggregate, provided until such Subsidiary becomes a Guarantor or a Borrower may request in writing that the Administrative Agent releasehereunder, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) neither the Borrower nor any Subsidiary shall certify be permitted to make any Investments in writing that no Default excess of $100,000 in the aggregate or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect Distributions to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestSubsidiary.

Guarantors. (a) Within fifteen The Company shall procure that, subject to the Agreed Security Principles and this Clause: (15i) Business Days on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date of any Person becoming a Required Guarantor, on which the Borrower shall deliver Annual Financial Statements are delivered to the Administrative Agent each in accordance with the terms of this Agreement, sufficient members of the following Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in form and substance reasonably satisfactory respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the Administrative Agent: most ​ ​ recent Annual Financial Statements delivered under Clause 25 (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and Financial statements)); and (B) (in respect of sub-paragraph (b) above) the items that would have been then most recent Annual Financial Statements delivered under subsections Clause 25 (vFinancial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) through (xi) where any member of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the restriction which prevented it from becoming a purposes of the numerator in the Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionCoverage Test. (b) The Borrower may request in writing that Subject to the Administrative Agent releaseAgreed Security Principles, and upon receipt of such request the Administrative Agent Company shall release any Guarantor that is no longer a Required Guarantor, so long as procure that: (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any each member of the covenants contained in Section 10.1. Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after giving effect to such release)the Closing Date; and and (ii) the Administrative Agent shall have received such written request at least ten thereafter, any company which becomes a Material Subsidiary (10) Business Days (or such shorter period as may be reasonably acceptable by reference to the Administrative Agentmost recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) prior becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the requested date Agent in accordance with the terms of release. Delivery by the Borrower to the Administrative Agent this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as member of the date Group that is a Material Subsidiary solely by virtue of paragraph (b) of the giving definition of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request“Material Subsidiary”.

Guarantors. (a) Within fifteen (15) 5 Business Days after days following the date on which any of the following conditions applies to any Person becoming Subsidiary or Unconsolidated Affiliate that is not already a Required Guarantor, the Parent and the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viv) through (xiviii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary or Unconsolidated Affiliate had been a Required Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; provided(2) the Borrower; (3) any other Subsidiary of the Parent, howeverthe Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, promptly or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (and y) in any event within fifteen (15) Business Days) upon any the case of an Excluded Subsidiary ceasing Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to be subject to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionUnencumbered Asset Value. (b) The Borrower may request in writing that the Administrative Agent releaserelease a Guarantor from the Guaranty, and upon receipt of such written request by the Administrative Agent Agent, such Guarantor shall release be automatically released from the Guaranty without the need for the execution or delivery of any Guarantor that is no longer a Required Guarantor, other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Borrower shall certify Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (other than a Guarantor in writing respect of the Existing Credit Agreement or 2017 Term Loan Agreement that will be released and discharged thereunder substantially simultaneously with the release of such Guarantor in respect of this Agreement); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release)9.1.; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (representations and warranties made or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the Administrative Agent case of any such request shall constitute a representation or warranty qualified by the Borrower that the matters set forth materiality, in the preceding sentence (both as of the date of the giving of which case such request representation or warranty shall be true and correct in all respects) on and as of the date of such release with the effectiveness same force and effect as if made on and as of such request) are date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct with respect to in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such requestrepresentation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents.

Guarantors. (a) Within fifteen (15) 5 Business Days after days following the date on which any of the following conditions applies to any Person becoming Subsidiary or Unconsolidated Affiliate that is not already a Required Guarantor, the Parent and the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viv) through (xiviii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary or Unconsolidated Affiliate had been a Required Guarantor on the Agreement Date: (i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; provided(2) the Borrower; (3) any other Subsidiary of the Parent, howeverthe Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, promptly or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (and y) in any event within fifteen (15) Business Days) upon any the case of an Excluded Subsidiary ceasing Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to be subject to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionUnencumbered Asset Value. (b) The Borrower may request in writing that the Administrative Agent releaserelease a Guarantor from the Guaranty, and upon receipt of such written request by the Administrative Agent Agent, such Guarantor shall release be automatically released from the Guaranty without the need for the execution or delivery of any Guarantor that is no longer a Required Guarantor, other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Borrower shall certify Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (other than a Guarantor in writing respect of the Existing Credit Agreement or 2017 Term Loan Agreement that will be released and discharged thereunder substantially simultaneously with the release of such Guarantor in respect of this Agreement); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release)9.1.; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) Business Days (representations and warranties made or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the Administrative Agent case of any such request shall constitute a representation or warranty qualified by the Borrower that the matters set forth materiality, in the preceding sentence (both as of the date of the giving of which case such request representation or warranty shall be true and correct in all respects) on and as of the date of such release with the effectiveness same force and effect as if made on and as of such request) are date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct with respect to in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such requestrepresentation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents. (r) The Credit Agreement is further amended by restating Section 9.1.

Guarantors. (a) Within fifteen (15) Business Days after the date The Company will cause each Subsidiary that is or becomes a borrower or guarantor under or in respect of any Person Principal Credit Facility to become a Guarantor, prior to or concurrently with so becoming a Required borrower or a guarantor as aforesaid, by causing such Person (a “Guarantor”), at the Borrower shall Company’s expense, to execute and/or deliver to each holder of Notes, to the Administrative Agent each extent not prohibited by applicable law: (i) (A) a Guaranty Agreement in substantially the form of Exhibit 9.7 hereto (or a Joinder Agreement to such Guaranty Agreement in substantially the following form of Exhibit A thereto) pursuant to which such Subsidiary shall agree, inter alia, to guarantee the Obligations, or (B) a guarantee agreement otherwise in form and substance reasonably satisfactory to the Administrative Agent: Required Holders; (A)(iii) copies of the Organizational Documents of such Guarantor, resolutions of the board of directors (or other similar governing body) of such Guarantor authorizing its execution and delivery of the Subsidiary Guaranty by such Guarantor and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); and (iii) an opinion of counsel to such Guarantor with respect to any owner the Subsidiary Guaranty executed by such Guarantor, which opinion may be subject to customary qualifications and limitations, to the effect that: (A) the applicable Subsidiary Guaranty has been duly executed and authorized, (B) such Subsidiary Guaranty constitutes a valid, binding and enforceable obligation of such Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity and (C) except as could not reasonably be expected to result in a Material Adverse Effect, the execution, delivery and performance by the Guarantor of the Equity Interests Subsidiary Guaranty will not (1) contravene, result in any breach of, or constitute a default under any corporate charter or by-laws or similar organizational documents of such Guarantor, (2) conflict with or result in a breach of the Borrowerexpress terms or conditions of material Indebtedness of the Company or such Guarantor, a joinder or amendment (3) violate any provision of any Federal or state (which may be limited to the Parent Guaranty state(s) in which such counsel is admitted to unconditionally guaranty practice) statute or other rule or regulation. (b) Upon (i) delivery to the Guaranteed Obligations hereunder in their entiretyCompany of a consent executed by the Required Holders with respect to a Guarantor (but subject to the provisions of Section 17.2(c) hereof), and (ii) with respect to any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of a Guarantor, after which such Guarantor is no longer a Subsidiary an Accession Agreement executed by such Required Guarantor and or a Permitted Joint Venture, or (Biii) the items that would have been delivered under subsections (v) through (xi) sale or disposition of Section 6.1.(a) and under Section 6.1.(e) if all the assets of such Person had been a Required Guarantor on the Agreement Date; providedGuarantor, howeverwhich sale, promptly (and exchange, transfer or disposition is made in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply compliance with the applicable provisions of this Section. Section 10.2 (b) The Borrower may request in writing that but only if such Guarantor will not be a borrower or guarantor of obligations outstanding under the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis Credit Agreement after giving effect to such releasetransaction); and , such Person shall automatically be released as a Guarantor under the Subsidiary Guaranty to which it is a party with effect from the date of such event under clause (i), (ii) the Administrative Agent shall have received such written request at least ten or (10) Business Days (or such shorter period iii), as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestapplicable.”

Guarantors. (a) Within fifteen Subject to the immediately following subsection (15) Business Days c), if a Subsidiary that is not already a Guarantor Guarantees, or otherwise becomes obligated in respect of, any Debt of the Borrower or any other Subsidiary of the Borrower, then as soon as practicable, and in any event within 30 days after the date such Subsidiary gives such Guarantee or becomes obligated in respect of any Person becoming a Required Guarantorsuch Debt, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary (or if the Guaranty is not then in effect, the Guaranty executed by such Subsidiary) and (Bii) the items that would have been delivered under subsections (viv) through (xiviii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary had been required to become a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (other than the Operating Partnership) from the Guaranty so long as as: (i) Guarantor is not, or simultaneously with its release from the Borrower shall certify in writing that Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative AgentAgent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) Notwithstanding the immediately preceding subsection (a), neither the DownREIT nor any of its Subsidiaries shall be required to become a Guarantor so long as none of the Borrower, any Subsidiary (other than an Excluded Subsidiary, the DownREIT or any Subsidiary of the DownREIT) or any other Loan Party has Guaranteed any of the Debt of the DownREIT or any of its Subsidiaries or has any direct obligation to maintain or preserve any such Person’s financial condition or to cause any such Person to achieve any specified levels of operating results (excluding guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to nonrecourse liability).

Guarantors. (a) Within fifteen (15) At all times during which neither the Parent has Investment Grade Ratings nor the Borrower has Investment Grade Ratings, within 10 Business Days after of the date a Wholly Owned Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor first becomes the owner of a Property or any Person becoming other assets included in the calculation of Unencumbered Asset Value, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Required Guarantor on the Agreement Date. (b) At all times during which either the Parent has an Investment Grade Ratings or the Borrower has Investment Grade Ratings, within 10 Business Days following the date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyan Accession Agreement, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viv) through (xiviii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary had been a Required Guarantor on the Agreement Date; provided, however, promptly : (and in any event within fifteen (15A) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the applicable provisions Parent, the Borrower or any Subsidiary of this Sectionthe Borrower; or (B) such Subsidiary (A) owns any asset the value of which is included in the determination of Unencumbered Asset Value and (B) has incurred, acquired or suffered to exist any Recourse Indebtedness. (bc) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (other than the Parent) from the Guaranty so long as as: (i) such Guarantor is not required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsections (a) or (b), as applicable; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen If during any fiscal quarter, by way of Division or otherwise, (15i) Business Days after a Subsidiary that should be a Parent Guarantor is organized or acquired, (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, or (iii) prior to the Investment Grade Election, a Subsidiary, including any Division Successor, that is not already a Guarantor (A) obtains an ownership interest in any Eligible Property, (B) generates any Unencumbered Management Fee EBITDA, (C) is not an Excluded Subsidiary and becomes a Material Subsidiary, or (D) is not a Parent Guarantor and becomes an owner, directly or indirectly, of any Equity Interests in any Captive Insurance Subsidiary or in any Subsidiary that is a Guarantor or is otherwise described in this clause (iii), then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any Person becoming a Required Guarantorsuch Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each of the following case in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAgent and its counsel, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, other documentation as the case Administrative Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, other than any Parent Guarantor, from the Guaranty so long as as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Eligible Property or (2) has ceased to be a Subsidiary of the Borrower shall certify in writing that REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) If the Investment Grade Election is made, the Administrative Agent shall promptly release all of the Guarantors described in clauses (d) and (e) of the definition of “Guarantor” from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary to be released and the proposed effective date for the Investment Grade Release; and (ii) On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrower, certifying that: (A) the Investment Grade Election have been made; (B) no Guarantor to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness; and (C) at the time of the delivery of notice requesting such release, on the proposed effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (I) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (II) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (d) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Loan Documents.

Guarantors. (a) Within fifteen (15) Business Days Promptly after the date of any Person becoming (x) is required by Section 6.01(f) to be disclosed as an Eligible Material Subsidiary (and in any event within 30 days thereafter), or (y) becomes a Required GuarantorGuarantor (as defined in the Revolving Credit Agreement) or a Borrower (as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement, the Borrower Company, in each case, shall cause such Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent each documents of the following types referred to in form clauses (iii), (iv), (v) and substance (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this Section 6.11(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) Upon and no later than 30 days after the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any such request shall constitute Subsidiary Guarantor that has ceased to be a representation by the Borrower that the matters set forth in the preceding sentence (both Material Subsidiary as of the date end of such fiscal year, or (ii) upon and no later than 30 days after the Company receives notice that a Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of the giving satisfaction of clause (a) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign Obligor here- under and the Company is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a) of the definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall not apply), the Company may deliver to the Administrative Agent a duly executed certificate of a Responsible Officer of the Company, in the form of Exhibit J (“Guarantor Release Certificate”) and, upon the receipt of such request certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the possible future application of Section 6.11(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (which shall contain appropriate representations and warranties by the Company as to the circumstances underlying such release transaction, but shall require no representation, warranty or other undertaking on the part of the date Administrative Agent) as the Company may reasonably request to evidence the release and termination of the effectiveness of such request) are true and correct with respect Subsidiary Guaranty as to such requestReleasable Subsidiary. No release of any Subsidiary Guarantor shall in any way modify, affect or impair the enforceability of the Subsidiary Guaranty in respect of any other Subsidiary Guarantor.

Guarantors. Each Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that all domestic Subsidiaries of such Obligor are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that an Obligor or any of its Subsidiaries shall form or acquire any new domestic Subsidiary that shall constitute a Subsidiary hereunder, such Obligor will cause such new domestic Subsidiary to, within 30 days after such formation or acquisition: (ai) Within fifteen (15) Business Days after the date of any Person becoming become a Required “Guarantor” hereunder pursuant to a Guarantee Assumption Agreement, the Borrower shall deliver and execute joinders to the Administrative Agent Security Agreement and other Security Documents thereby granting the Lender a first priority lien on all of such Guarantor’s Accounts, Inventory, Equipment (hereinafter, as each of such term is defined in the following Security Agreement) and related property as collateral security for the Guaranteed Obligations, in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Lender; (ii) cause such new domestic Subsidiary to take such action as shall be necessary to create and perfect valid and enforceable first-priority Liens on substantially all of the Accounts, Inventory, Equipment and related property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Financing Documents; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with respect those delivered by each Obligor pursuant to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor 5.01 on the Agreement Date; providedClosing Date or as the Lender shall have requested, however, promptly (all in form and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject substance reasonably satisfactory to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionLender. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. As concerns ▇▇▇▇▇▇▇▇▇▇▇ TargetCo, contemporaneously with consummation of the ▇▇▇▇▇▇▇▇▇▇▇ Acquisition (abut subject to the deliverables contemplated by the Post-Closing Undertaking) Within fifteen (15) Business Days and otherwise, in respect of any other Material Subsidiary, no more than 60 days after the date incorporation of any Person becoming a Required Guarantor, Material Subsidiary or the Borrower shall deliver to directly or indirectly acquiring a Material Subsidiary or the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, Borrower designating a joinder Subsidiary as a Material Subsidiary or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Immaterial Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, qualify as the case may be, such Subsidiary shall comply with the applicable provisions of this Section.such: (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as cause such Subsidiary to duly execute and deliver to the Administrative Agent a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and Guarantee; (ii) the Borrower shall, and shall cause such Subsidiary to, duly execute and deliver to the Administrative Agent one or more Security Documents in order to charge all of such Subsidiary’s Secured Assets as security for its Secured Obligations and to charge all of such Subsidiary’s Shares as security for the Secured Obligations of the owner of such Shares; (iii) the Borrower shall deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of the articles of incorporation or similar documents and by-laws of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated or formed, if applicable; (C) a duly certified copy of the resolution of the board of directors or shareholders of such Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory and a duly certified copy of the resolution of the board of directors or shareholders (if required under the constating documents or by-laws of such Subsidiary) of such Subsidiary authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign each Credit Document to which such Subsidiary is a signatory; (E) a Perfection Certificate signed by an officer of such Subsidiary; (F) other than in the case of ▇▇▇▇▇▇▇▇▇▇▇ TargetCo, share certificates representing all of the issued and outstanding Shares of such Subsidiary (to the extent such shares are certificated), in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney or as otherwise required under Applicable Law; (G) an opinion of such Subsidiary’s counsel addressed to the Finance Parties, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the applicable Credit Documents in, inter alia, the jurisdiction of incorporation of such Subsidiary and such other matters as the Administrative Agent may reasonably request; and (H) requisite information to identify each such Subsidiary under the applicable “know your client” legislation, delivered sufficiently in advance for each Lender to complete such identification to their satisfaction; (iv) the Borrower shall cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the shares of such Subsidiary; (v) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (vi) except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to been made which, in the opinion of the Administrative Agent) prior ’s counsel, acting reasonably, are required to make effective the requested date of release. Delivery by Security and the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving intended first-ranking priority of such request Security (subject to Permitted Liens) following the registration and as of the date of the effectiveness recordation of such request) are true documents and correct with respect to such requestinstruments.

Guarantors. (a) Within fifteen (15) Business Days after the date 30 days of any Person becoming a Required GuarantorMaterial Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) after the Agreement Date, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bii) the items that would have been delivered under subsections (viv) through (xiviii), (x) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary had been a Required Guarantor Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days30 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor meets, or will meet simultaneously with its release from the Borrower shall certify in writing that Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on a pro forma basis after giving effect and as of such date except to the extent that such release)representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen Subject to paragraphs (15b), (c), (d) Business Days and (e) below, the Company shall ensure that, at all times on and after the date of any Person becoming (the “Guarantee Take-up Date”) four weeks after the Closing Date: (i) each Material Company is a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and ; and (ii) with respect to the aggregate of, respectively, gross assets, net assets, pre-Tax profits and revenues of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any such Subsidiary an Accession Agreement executed by such Required Guarantor and (Bmember of the Group) exceeds 80 per cent. of, respectively, the items that would have been delivered under subsections (v) through (xi) consolidated gross assets, net assets, pre-Tax profits or revenues of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionGroup. (b) The Borrower may request in writing that Company shall be required to comply with paragraph (a) above at all times after the Administrative Agent releaseGuarantee Take-up Date, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as provided that: (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur if, as a result of such release, including without limitation, a Default or Event of Default resulting from a violation an acquisition of any new company or business (an “Additional Acquisition”), one or more Subsidiaries of the covenants contained Company are required to accede to this Agreement as Guarantor(s) in Section 10.1. order for paragraph (as evidenced by a Compliance Certificate showing calculation in reasonable detail of a) above to be complied with, the Company shall ensure that such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of accession is completed within 45 days from the date of the giving Additional Acquisition; (ii) if any Annual Financial Statements or Quarterly Financial Statements demonstrate that one or more additional Subsidiaries are required to accede to this Agreement as Guarantors in order to comply with paragraph (a) above (other than as a result of transfers of assets or any other transaction between members of the Group), then the Company shall ensure that such accession(s) is or are completed within 45 days of delivery of the relevant Annual Financial Statements or Quarterly Financial Statements; and (iii) if any transfer of assets or other transaction between members of the Group is proposed, which would result in paragraph (a) not being complied with following such transfer or other transaction, then the Company must ensure that one or more of its Subsidiaries accede to this Agreement as Guarantor such that paragraph (a) above will be complied with immediately upon completion of such request transfer or other transactions. (c) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and as that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (d) No breach of paragraphs (a) or (b) above will occur, if the breach is a result of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ not being a Guarantor on the Guarantee Take-up Date, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is a Guarantor at all times on or after the date of which is 8 weeks after the effectiveness of such requestClosing Date. (e) are true The Company shall ensure that at all times on and correct with respect to such requestafter the Closing Date, the Target is a Guarantor.

Guarantors. (a) Within fifteen (15Together with each delivery of financial statements required by Section 6.01(a) Business Days after the date of any Person becoming a Required Guarantorand 6.01(b), the Borrower shall deliver notify the Agent if any Subsidiary has become a Material Domestic Subsidiary after the Initial Funding Date. Within 30 days after such notification (or such longer period as determined by Agent in its sole discretion), the Borrower shall cause such Material Domestic Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent each of the following in form and substance reasonably satisfactory a joinder to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyGuaranty, and (ii) with respect at the request of the Agent, deliver to any the Agent such Subsidiary an Accession Agreement executed by such Required Guarantor organization documents, resolutions and (B) the items that would have been favorable opinions of counsel, all in form, content and scope similar to those delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject Closing Date or otherwise reasonably satisfactory to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionAgent. (b) The Borrower may request in writing that If a Guarantor is a party to any transaction of merger, consolidation or other combination permitted by Section 7.04(b) or 7.04(c), the Administrative Agent release, and upon receipt continuing or surviving Person of such request transaction shall, within 30 days after the Administrative Agent shall release any Guarantor that is no longer a Required Guarantorconsummation of such transaction, so long as (i) become a Guarantor by executing and delivering to the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as Agent a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of joinder to the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Guaranty and (ii) at the Administrative request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (c) Notwithstanding the forgoing, concurrently with such time as any Person becomes a guarantor or other obligor under the 2005 Note Purchase Agreement or the 2012 Note Purchase Agreement, the Borrower shall cause such Person to (i) become a Guarantor by executing and delivering to the Agent a joinder to the Guaranty, and (ii) at the request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (d) So long as no Default exists, if a Guarantor ceases to be a Material Domestic Subsidiary, then upon the written request of the Borrower, the Agent shall have received release such written request Guarantor from its obligations under the Guaranty pursuant to Section 9.09; provided that the Agent shall not release such Guarantor unless such Guarantor is not at least ten (10) Business Days such time (or concurrently with such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery release by the Borrower Agent will cease to be) a guarantor or obligor under the Administrative Agent of any such request shall constitute a representation by 2005 Note Purchase Agreement or the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request2012 Note Purchase Agreement.

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Parent and each Borrower shall deliver cause each of its Wholly-Owned Subsidiaries (other than the Exempt Subsidiaries) that either (x) Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Company in an aggregate principal amount in excess of $500,000,000 or (y) is a borrower under or an issuer of or is a guarantor of (A) the Bridge Credit Agreement, (B) any Contemplated Debt Securities or the ContemplatedSpecified Private Placement or (C) the Existing CF Notes to become a Guarantor hereunder by (i) executing and delivering to the Administrative Agent each of the following a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation in form and substance reasonably satisfactory to the Administrative Agent: Agent within thirty (A)(i30) days (or such longer time period if agreed to by the Administrative Agent in its reasonable discretion) after the requirements in clause (x) or (y) above shall first have been satisfied with respect to such Subsidiary (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.1(c), (d) and (e) or; Section 4.3(e), (f), (g) and (k); or Section 4.4(d), as applicable); provided that, notwithstanding anything in any owner of the Equity Interests of the Borrower, a joinder or amendment Loan Document to the Parent contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to unconditionally guaranty the Guaranteed Obligations hereunder Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and agreement or documentation shall in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to each case be subject to the restriction which prevented it from becoming reasonable satisfaction of the Administrative Agent. Upon execution and delivery of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor on hereunder and thereupon shall have all of the Effective Date or delivering an Accession Agreement pursuant to this Sectionrights, as benefits, duties and obligations in such capacity under the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that Loan Documents. If requested by the Administrative Agent releaseAgent, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as receive an opinion or opinions of counsel (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 5.9, dated as of the date of the giving of such request and Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as of the date of the effectiveness of such request) are true and correct with respect to such requestapplicable.

Guarantors. (a) Within fifteen If, during any fiscal quarter, (15i) Business Days after the date of any Person becoming becomes a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: Material Subsidiary (A)(i) with respect to any owner of the Equity Interests of the Borrowerother than an Excluded Subsidiary, a joinder Foreign Subsidiary or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyany Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) or, and (ii) with respect to any such Material Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this SectionSection or (iii) any Person provides a Guaranty of the Senior Notes, then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower shall cause such Material Subsidiary to deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (y) an Accession Agreement executed by such Subsidiary and (z) the items that would have been delivered under subsections (iv) through (viii) and (xv) of Section 6.1.(a) and under Section 6.1.(ef) if such Subsidiary had ​ ​ been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary) on the Agreement Date. As provided in Section 4.1.(d), a Property that is to become an Unencumbered Property and that is owned by a Subsidiary that is not a Guarantor shall not be considered to be an Unencumbered Property until such time as the case may be, such Subsidiary Administrative Agent shall comply with have received the applicable provisions of this Section.items referred to in Section 4.1.(d). ​ (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, (other than the Parent) from the Guaranty so long as as: (i) such Guarantor owns no Unencumbered Property, nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. .; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative AgentAgent in its sole discretion) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.. ​

Guarantors. The Company shall take all steps necessary to ensure that (a) Within fifteen (15) Business Days not later than 45 days after the date end of each fiscal quarter during which the Company creates or acquires (directly or indirectly), or an existing Subsidiary becomes, (i) a Domestic Subsidiary (other than any Person becoming a Required Guarantor, joint venture Subsidiary formed after the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) Effective Date with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items organizational documents that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented prevent it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may beGuarantor), such Domestic Subsidiary shall comply with becomes a party to the applicable provisions of this Section. Subsidiary Guaranty (b) The Borrower may request in writing that but only to the Administrative Agent releaseextent necessary to ensure that, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such releaseSubsidiary becoming party to the Subsidiary Guaranty, all Guarantors, collectively, satisfy the Guarantor Threshold); (ii) a Material Foreign Subsidiary (other than any joint venture Subsidiary formed after the Effective Date with organizational documents that prevent it from becoming a Guarantor), such Material Foreign Subsidiary becomes a party to the Subsidiary Guaranty (or a guaranty complying with local law in the jurisdiction of organization of such Material Foreign Subsidiary) and issues a guaranty of the Obligations of each Subsidiary that is a Foreign Subsidiary, except (in each case described in the foregoing provisions of this clause (a)(ii)) to the extent that (A) such guaranty by such Material Foreign Subsidiary would result in adverse tax consequences to the Company or (B) such Material Foreign Subsidiary would not be able to issue such guaranty under applicable law without undue expense or other material adverse consequences and (iii) a Subsidiary Borrower, such Subsidiary Borrower becomes a party to the Subsidiary Guaranty; and (iib) if, at any time, any Subsidiary of the Administrative Agent shall have received such written request Company becomes or is required to become a guarantor of any Indebtedness under the Indenture or under any other Indebtedness of the Company or any Subsidiary with an aggregate principal amount of at least ten (10) Business Days (or $50,000,000, such shorter period as may be Subsidiary shall reasonably acceptable promptly thereafter become a party to the Administrative Agent) prior to Subsidiary Guaranty (provided, that any Foreign Subsidiary added as a Subsidiary Guarantor under this clause shall guarantee only the requested date Obligations of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requesteach Foreign Subsidiary).

Guarantors. (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and Guarantor, (B) the items that would have been delivered under subsections (vvi) through (xixiii) of Section 6.1.(a) and under Section 6.1.(e6.1.(f) if such Person had been a Required Guarantor on the Agreement Date and (C) prior to the Collateral Release Date, an executed Pledge Joinder Agreement; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date); (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release; and (iv) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Pledge Agreement so long as: (i) such Subsidiary Guarantor owns no Eligible Property, nor any direct Equity Interest in any Subsidiary that owns an Eligible Property; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Pledge Agreement under the immediately preceding subsection (a), (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); (iv) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that, to the extent any representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect or similar language, such representation or warranty shall have been true and correct in all respects) on and as of such earlier date); (v) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (vi) at least 75 Properties shall be Eligible Properties included in the calculation of Unencumbered Asset Value after giving effect to such release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) Within fifteen (15Together with each delivery of financial statements required by Section 6.01(a) Business Days after the date of any Person becoming a Required Guarantorand 6.01(b), the Borrower shall deliver notify the Agent if any wholly-owned Subsidiary has become a Material Domestic Subsidiary after the Initial Funding Date. Within 30 days after such notification (or such longer period as determined by Agent in its sole discretion), the Borrower shall cause such wholly-owned Material Domestic Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent each of the following in form and substance reasonably satisfactory a joinder to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyGuaranty, and (ii) with respect at the request of the Agent, deliver to any the Agent such Subsidiary an Accession Agreement executed by such Required Guarantor organization documents, resolutions and (B) the items that would have been favorable opinions of counsel, all in form, content and scope similar to those delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement DateClosing Date or otherwise reasonably satisfactory to the Agent; provided, howeverthat, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject the case of the Subsidiaries of the Borrower acquired pursuant to the restriction which prevented it from becoming a Guarantor on Horizon Acquisition, the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionSection 6.08(a) shall not be required to be satisfied until September 15, 2015 (or such later date as determined by the Agent in its sole discretion). (b) The Borrower may request in writing that If a Guarantor is a party to any transaction of merger, consolidation or other combination permitted by Section 7.04(b) or 7.04(c), the Administrative Agent release, and upon receipt continuing or surviving Person of such request transaction shall, within 30 days after the Administrative consummation of such transaction (or such longer period as determined by Agent shall release any Guarantor that is no longer a Required Guarantorin its sole discretion), so long as (i) become a Guarantor by executing and delivering to the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as Agent a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of joinder to the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Guaranty and (ii) at the Administrative request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (c) Notwithstanding the forgoing, concurrently with such time as any Person becomes a guarantor or other obligor under any Note Purchase Agreement, the Borrower shall cause such Person to (i) become a Guarantor by executing and delivering to the Agent a joinder to the Guaranty, and (ii) at the request of the Agent, deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope similar to those delivered on the Closing Date or otherwise reasonably satisfactory to the Agent. (d) So long as no Default exists, if a Guarantor ceases to be a Material Domestic Subsidiary, then upon the written request of the Borrower, the Agent shall have received release such written request Guarantor from its obligations under the Guaranty pursuant to Section 9.09; provided that the Agent shall not release such Guarantor unless such Guarantor is not at least ten (10) Business Days such time (or concurrently with such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery release by the Borrower Agent will cease to the Administrative Agent of be) a guarantor or obligor under any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestNote Purchase Agreement.

Guarantors. (a) Subject to clauses (b) and (c) below, the Borrower at all times shall cause all of the Domestic Wholly-Owned Subsidiaries that are guarantors of either or both of (i) the Senior Notes and (ii) the obligations under the Existing Credit Agreement, to be Guarantors. (b) Within fifteen thirty (1530) Business Days days after any Domestic Wholly-Owned Subsidiary becomes a guarantor of the date of any Person becoming a Required GuarantorSenior Notes or the Existing Credit Agreement, the Borrower shall cause such Domestic Wholly-Owned Subsidiary to execute and deliver a Joinder to the Administrative Agent. (c) If at any time (i) a Guarantor (other than the Target) ceases to be a guarantor of the Senior Notes and ceases to be a guarantor of the Existing Credit Agreement, (ii) a Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement or (iii) the outstanding principal amount of the Senior Notes is equal to or less than $150,000,000, (A) such Guarantor (or in the case of clause (iii), all Guarantors other than the Target) shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or Lender, and (B) the Borrower shall provide notice of any such event to the Administrative Agent. Upon the written request of the Borrower, the Administrative Agent shall execute any documents reasonably requested by the Borrower in order to acknowledge the release of any such Guarantor from its obligations as a Guarantor. (d) In the event that the Borrower provides a guarantee of the Target Notes, the Borrower shall, within thirty (30) days thereof, cause the Target to be a Guarantor by causing the Target to execute and deliver a Joinder to the Administrative Agent each (to the extent not prohibited by applicable law or contract; provided that if so prohibited and such prohibition is subsequently removed, such Joinder shall be executed and delivered by the Target at such time). If at any time (x) the Borrower ceases to be a guarantor of the following in form Target Notes and substance reasonably satisfactory to (y) the Administrative Agent: Target is released from its guarantees (A)(iif any) with respect to any owner of the Equity Interests other Indebtedness of the Borrower, a joinder (i) the Target shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyany Lender, and (ii) with respect to the Borrower shall provide notice of any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on Administrative Agent. Upon the Effective Date or delivering an Accession Agreement pursuant to this Sectionwritten request of the Borrower, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release execute any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be documents reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower in order to acknowledge the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as release of the date of the giving of such request and Target from its obligations as of the date of the effectiveness of such request) are true and correct with respect to such requesta Guarantor.

Guarantors. (a) Within fifteen (15) Business Days Any time after the date Effective Date, Borrower may cause any of any Person becoming a Required Guarantor, its Subsidiaries to guarantee the Obligations of Borrower shall deliver hereunder by delivering to Administrative Agent an Assumption Agreement to the Administrative Agent each of the following Guarantee Agreement, in form and substance reasonably satisfactory set forth on Annex 1 to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, Guarantee Agreement and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required proposed Guarantor. If, at any time following the Effective Date, a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing ceases to be subject a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the restriction which prevented it Obligations shall be automatically released and such Guarantor shall be automatically released from becoming its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions Responsible Officer of this Section. (b) The Borrower may request certifies in writing that the Administrative Agent immediately after giving effect to such release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be in existence or would occur automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guaranty Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such release, including without limitation, a Default or Event of Default resulting Guarantor is simultaneously released from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail its guarantee of such covenants on a pro forma basis after giving effect to such release); and (ii) the Material Debt. Administrative Agent shall have received execute such written documents as Borrower shall reasonably request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to evidence the Administrative Agent) prior to the requested date of release. Delivery release contemplated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section 6.10.

Guarantors. (a) Within fifteen If during any fiscal quarter, by way of Division or otherwise, (15i) Business Days after a Subsidiary that should be a Parent Guarantor is organized or acquired, or (ii) subject to clause (y) of the proviso to the definition of “Guarantor”, a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any Person becoming a Required Guarantorsuch Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter) (or, in each case, such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each of the following case in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyAgent and its counsel, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, other documentation as the case Administrative Agent may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, other than any Parent Guarantor, from the Guaranty so long as as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Eligible Property, (2) has ceased to be a Subsidiary of the Borrower shall certify REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary, (3) has ceased to be a borrower or a guarantor of, or otherwise obligated to make any payment in writing that respect of, any Unsecured Indebtedness or (4) is not required to be a Guarantor due to clause (y) of the proviso to the definition of “Guarantor”; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iiv) the Administrative Agent shall have received such written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Loan Documents.

Guarantors. (a) Within fifteen (15) 10 Business Days after following the date on which any of the following conditions first applies to any Person becoming Subsidiary that is not already a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(ii) with respect to any owner of an Accession Agreement (or if no Guaranty is then in effect, the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entiretyGuaranty), and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (viii) through (xivii), (xii) and (xiii) of Section 6.1.(a) and under Section 6.1.(e5.1.(a) if such Person Subsidiary had been a Required Guarantor Loan Party on the Agreement Date; provided: (A) such Subsidiary Guarantees, howeveror otherwise becomes obligated in respect of, promptly any Indebtedness of the Borrower or any other Subsidiary of the Borrower (and in any event within fifteen (15) Business Days) upon any other than an Excluded Subsidiary ceasing to be subject to guaranteeing or otherwise becoming obligated in respect of the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, Indebtedness of another Excluded Subsidiary); or (B) (i) such Subsidiary shall comply owns an asset the value of which is included in the determination of Unencumbered Asset Value and (ii) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Recourse Indebtedness (other than Recourse Indebtedness which, together with all other such Indebtedness of Subsidiaries owning Unencumbered Assets or other assets the applicable provisions value of this Sectionwhich is included in the determination of Unencumbered Asset Value and that are not Guarantors, does not exceed $1,000,000 at any time outstanding). (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Guarantor is not required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as evidenced by a Compliance Certificate showing calculation in reasonable detail of the date of such covenants release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a pro forma basis after giving effect to representation or warranty qualified by materiality, in which case such release)representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (iiiv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. Each Guarantor party hereto that is a Domestic Subsidiary of Holdings and each Subsidiary of Holdings that becomes a Guarantor after the date hereof pursuant to Section 6.12, jointly and severally with each other Loan Party, hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”), whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Guarantor to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof); provided that (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required of a Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon shall exclude any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct Swap Obligations with respect to such requestGuarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Domestic Loan Parties, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Domestic Loan Party under this Guaranty, and each Domestic Loan Party hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Guarantors. (a) Within fifteen (15) Business Days In the event that any Restricted Company shall form or acquire any new subsidiary after the date hereof (and in the event that NCI shall form or acquire any new subsidiary after the date hereof constituting a "Restricted Subsidiary" under and as defined in the Public Note Indentures or shall designate an existing Unrestricted Company as a "Restricted Subsidiary" under and as defined in the Public Note Indentures), such Credit Party will, within five Business Days of any Person becoming a Required Guarantorsuch formation or acquisition, the Borrower shall cause such new subsidiary (or such "Restricted Subsidiary"): (i) to execute and deliver to the Administrative Collateral Agent each a Joinder Agreement (and thereby become a party to this Agreement, as a "Restricted Company" hereunder, and the Restricted Company Guarantee and Security Agreement as a "Guarantor" thereunder) and to pledge and grant a security interest in its property pursuant to the Restricted Company Guarantee and Security Agreement to the Collateral Agent for the benefit of the following in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Lenders; (ii) to take such action (including delivering such shares of stock and executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with respect the provisions of the Security Documents, on substantially all of the shares of stock and property of such new subsidiary (or such "Restricted Subsidiary") under the Restricted Company Guarantee and Security Agreement; and (iii) to deliver such proof of corporate action, incumbency of officers and other documents (including, opinions of counsel, but only in the case of any such Subsidiary an Accession Agreement executed by such Required Guarantor subsidiary, or group of subsidiaries, that in the aggregate have assets with a fair market value exceeding $10,000,000 and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject then only to the restriction which prevented it from becoming a Guarantor on extent requested by the Administrative Agent or any Lender) as is consistent with those delivered by each Restricted Company pursuant to Section 5.01 upon the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative either Agent shall release have requested. Notwithstanding the foregoing, (x) no Non-Core Company or Off-Balance Sheet Company shall be required to execute and deliver any Guarantor that is no longer a Required Guarantor, so long as Joinder Agreement (or take any of the other actions) Credit Agreement referred to in clause (i) above, and no Non-Core Company or Off-Balance Sheet Company shall become a "Restricted Company" for purposes of this Agreement, but any Restricted Company that owns any shares of stock or other equity interest in any Non-Core Company or Off-Balance Sheet Company shall take the Borrower shall certify actions specified in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and clause (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct above with respect to such requeststock or other equity interests and (y) no subsidiary that is an "Unrestricted Subsidiary" under and as defined in the Public Note Indentures shall be designated as a "Restricted Subsidiary" under and as defined in the Public Note Indentures unless immediately prior thereto and after giving effect thereto, no Default shall have occurred and be continuing.

Guarantors. In the event a Guarantor shall have executed a Guaranty Agreement pursuant to Section 9.19, the Lenders’ obligation to make subsequent Loans or to issue, renew, extend or reissue Letters of Credit shall be subject to the Administrative Agent’s receipt of the following documents: (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall deliver to the Administrative Agent each certificates of the following Secretary or Assistant Secretary of such Guarantor (or its general partner or member, as the case may be) setting forth: (i) resolutions of its board of directors (or similar governing body) in form and substance reasonably satisfactory to the Administrative Agent: (A)(i) Agent with respect to any owner the authorization of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and Agreement; (ii) with respect to any the officers of such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Sectionits general partner or member, as the case may be) who are authorized to sign such Guaranty Agreement and who will, until replaced by another officer or officers duly authorized for the purpose, act as a representative for the purposes of signing documents and giving notices and other communications in connection with such Subsidiary shall comply with Guaranty Agreement and the applicable provisions transactions contemplated thereby; and (iii) specimen signatures of this Section.the officers so authorized. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Guarantor to the contrary; (b) The Borrower may request in writing that a copy, certified as true by the Administrative Agent release, and upon receipt Secretary or Assistant Secretary of such request Guarantor (or its general partner or member, as the Administrative Agent shall release any case may be) , of the organizational documents of such Guarantor; (c) certificates of the appropriate state agencies with respect to the valid existence and good standing of such Guarantor that is no longer a Required Guarantor, so long as (i) and the Borrower shall certify in writing that no Default or Event qualification of Default shall then be in existence or would occur each to do business as a result foreign entity in any jurisdiction in which the ownership of Property or the nature of activities requires such releasequalification, including without limitation, except where the failure so to qualify would not have a Default or Event Material Adverse Effect; (d) a Guaranty Agreement duly executed by such Guarantor; and (e) an opinion of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect counsel to such release); Guarantor in form and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be substance reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.”

Guarantors. (a) (x) Within fifteen (15) Business Days after the date of any Person becoming a Required GuarantorSubsidiary of the Parent owning a direct or indirect interest in the Borrower after the Agreement Date, or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of any Loan Party (other than Indebtedness described on Schedule 8.14 on the Effective Date), the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agentfollowing: (A)(ii) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor Subsidiary and (Bii) the items that would have been delivered under subsections (viv) through (xiviii) and (xvi) of Section 6.1.(a6.1(a) and under Section 6.1.(e6.1(e) if such Person Subsidiary had been a Required Guarantor on the Agreement Date; provided, however, promptly (in form and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor substance substantially consistent with such items delivered on the Effective Date or delivering an Accession Agreement pursuant otherwise reasonably satisfactory to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this SectionAdministrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any release, a Subsidiary Guarantor that is no longer a Required Guarantor, from the Guaranty so long as as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Borrower shall certify in writing that Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of any Loan Party (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (iiiv) the Administrative Agent shall have received such written request at least ten five (105) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the matters conditions set forth in the preceding sentence (both are or will be satisfied as of the requested date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestrelease.

Guarantors. The Borrower shall cause (ai) Within fifteen each of its Material Subsidiaries (15other than an Excluded Subsidiary) Business Days after that incurs or assumes any Indebtedness for borrowed money in the date form of any Person becoming a Required Guarantordebt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), that is Guaranteed by the Borrower shall deliver to the Administrative Agent and (ii) each of the following in form and substance reasonably satisfactory to the Administrative Agent: its Subsidiaries (A)(iother than an Excluded Subsidiary) with respect to that Guarantees any owner of the Equity Interests Threshold Indebtedness of the Borrower, in each case, to become a joinder or amendment party to the Parent Guaranty to unconditionally guaranty as a Guarantor within 30 days of the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any date such Subsidiary an Accession Agreement executed so incurs or assumes such Threshold Indebtedness Guaranteed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any Guarantees Threshold Indebtedness of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days Borrower (or such shorter longer period of time as may be reasonably is acceptable to the Administrative Agent) prior ). In the event a Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness referenced in the immediately preceding sentence, the Borrower may provide written notice certifying to the requested date occurrence of release. Delivery by such event (which notice and certification may be provided in advance of the Borrower occurrence of such event) to the Administrative Agent of any Agent, whereupon such request Subsidiary shall constitute automatically be released from the Guaranty and shall cease to be a representation by Guarantor immediately upon the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving occurrence of such request and as event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of the date of the effectiveness of such request) are true and correct with respect to such requestthis Section 5.08.

Guarantors. (a) Within fifteen (15) Business Days after the date of The Company will cause any Person becoming that guarantees or otherwise becomes liable at any time, whether as a Required Guarantorborrower or an additional or co-borrower or otherwise, the Borrower shall deliver to the Administrative Agent each for any Indebtedness of the following Company under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Person, on a joint and several basis with all other such Persons, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Guaranty Agreement”); and (ii) deliver the following to each holder of a Note: (A) an executed counterpart of such Guaranty Agreement; (B) a certificate signed by an authorized responsible officer of such Person containing representations and warranties on behalf of such Person to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, and 5.7 of this Agreement (but with respect to such Person and such Guaranty Agreement rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Person and the due authorization by all requisite action on the part of such Person of the execution and delivery of such Guaranty Agreement and the performance by such Person of its obligations thereunder; and Ameren Transmission Company of Illinois Note Purchase Agreement (D) an opinion of counsel reasonably satisfactory to the Administrative Agent: (A)(i) with respect Required Holders covering such matters relating to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the and such Guaranty Agreement Date; provided, however, promptly (and in any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the case Required Holders may be, such Subsidiary shall comply with the applicable provisions of this Sectionreasonably request. (b) The Borrower may request in writing that At the Administrative Agent releaseelection of the Company and by written notice to each holder of Notes, and upon receipt of such request the Administrative Agent shall release any Guarantor may be discharged from all of its obligations and liabilities under its Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that is no longer a Required Guarantor, so long as (i) if such Guarantor is or was a guarantor or is or was otherwise liable for or in respect of any Material Credit Facility, then such Guarantor has been released and discharged (or will be released and discharged concurrently with the Borrower shall certify in writing that release of such Guarantor under its Guaranty Agreement) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then be due and payable under such Guaranty Agreement, (iv) if in existence connection with such Guarantor being released and discharged under any Material Credit Facility, any fee or would occur as a result other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, including without limitation, a Default or Event of Default resulting from a violation of any the holders of the covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to such release); Notes shall receive equivalent consideration substantially concurrently therewith and (iiv) the Administrative Agent each holder shall have received such written request at least ten (10) Business Days (or such shorter period a certificate of a Responsible Officer certifying as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in clauses (i) through (iv). In the preceding sentence (both as event of the date any such release, for purposes of the giving Section 10.7, all Indebtedness of such request and as of the date of the effectiveness of Person shall be deemed to have been incurred by such request) are true and correct Person concurrently with respect to such requestrelease.